LEGAL ASPECTS OF BUSINESS

ASSIGNMENT-2
TYPES OF PARTNER AND THEIR LIABILITIES

RAHUL R NAIR
19SLAM2010004
MBA- BATCH 5
TYPES OF PARTNERS
Here we will look at types of partners we come across on a regular basis. This list is
not exhaustive, the Partnership Act does not restrict any unique kind of partnership
that the partners want to define for themselves. Let us take a look at some of the
important types of partners.
1. Active Partner/Managing Partner
An active partner is also known as Ostensible Partner. As the name suggests he takes
active participation in the firm and the running of the business. He carries on the daily
business on behalf of all the partners. This means he acts as an agent of all the other
partners on a day to day basis and with regards to all ordinary business of the firm.
Hence when an active partner wishes to retire from the firm, he must give a
public notice about the same. This will absolve him of the acts done by other partners
after his retirement. Unless he gives a public notice, he will be liable for all acts even
after his retirement.
2. Dormant/Sleeping Partner
This is a partner that does not participate in the daily functioning of the partnership
firm, i.e. he does not take an active part in the daily activities of the firm. He is however
bound by the action of all the other partners.
He will continue to share the profits and losses of the firm and even bring in
his share of capital like any other partner. If such a dormant partner retires, he need
not give a public notice of the same.
3. Nominal Partner
This is a partner that does not have any real or significant interest in the partnership.
So, in essence, he is only lending his name to the partnership. He will not make any
capital contributions to the firm, and so he will not have a share in the profits either.
But the nominal partner will be liable to outsiders and third parties for acts done by any
other partners.
4. Partner by Estoppel or Holding out
If a person holds out to another that he is a partner of the firm, either by his words,
actions or conduct then such a partner cannot deny that he is not a partner. This
basically means that even though such a person is not a partner he has represented
himself as such, and so he becomes partner by estoppel or partner by holding out.

5. Partner in Profits
This partner will only share the profits of the firm, he will not be liable for any liabilities.
Even when dealing with third parties he will be liable for all acts of profit only; he will
share none of the liabilities.
6. Minor Partner
A minor cannot be a partner of a firm according to the Contract Act. However, a partner
can be admitted to the benefits of a partnership if all partner gives their consent for the
same. He will share profits of the firm but his liability for the losses will be limited to his
share in the firm.
Such a minor partner on attaining majority (becoming 18 years of age) has six
months to decide if he wishes to become a partner of the firm. He must then declare
his decision via a public notice. So, whether he continues as a partner or decides to
retire, in both cases he will have to issue a public notice.

7. Sub-Partner
A partner may associate anybody else in his share in the firm. He gives a part of his
share to the stranger. The relationship is not between the sub-partner and the firm but
between him and the partner. The sub-partner is a non-entity for the partnership. He
is not liable for the debts of the firm.

LIABILITIES OF PARTNERS

1. Liability of a partner for acts of the firm:

Every partner is jointly and severally liable for all acts of the firm done while he is a
partner. Because of this liability, the creditor of the firm can sue all the partners jointly
or individually.

2. Liability of the firm for wrongful act of a partner:

If any loss or injury is caused to any third party or any penalty is imposed because of
wrongful act or omission of a partner, the firm is liable to the same extent as the
partner. However, the partner must act in the ordinary course of business of the firm
or with authority of his partners.

3. Liability of the firm for misutilisation by partners:

Where a partner acting within his apparent authority receives money or property
from a third party and misutilises it or a firm receives money or property from a third
party in the course of its business and any of the partners misutilises such money or
property, then the firm is liable to make good the loss.
4. Liability of an incoming partner:
An incoming partner is liable for the debts and acts of the firm from the date of his
admission into the firm. However, the incoming partner may agree to be liable for debts
prior to his admission. Such agreeing will not empower the prior creditor to sue the
incoming partner. He will be liable only to the other co-partners.

5. Liability of a retiring partner:

A retiring partner is liable for the acts of the firm done before his retirement. But a
retiring partner may not be liable for the debts incurred before his retirement if an
agreement is reached between the third parties and the remaining partners of the firm
discharging the retiring partner from all liabilities. After retirement the retiring partner
shall be liable unless a public notice of his retirement is given. No such notice is
required in case of retirement of a sleeping or dormant partner.