1. Registration
- Generally optional under the Act.
- Statement filed with Registrar.
- Firm name, place, partners and dates are recorded.
2. Effect of Non-registration
- Firm cannot sue third party to enforce contractual right.
- Partner cannot sue firm or partners on contractual rights.
- Statutory exceptions remain.
3. Dissolution of Firm
- Dissolution by agreement.
- Compulsory dissolution.
- On contingencies.
- By notice in partnership at will.
- By court.
4. Dissolution by Court
- Insanity.
- Permanent incapacity.
- Misconduct.
- Persistent breach.
- Transfer of whole interest.
- Business at loss.
- Just and equitable ground.
5. Consequences
- Authority continues for winding up.
- Partners remain liable to third parties until public notice.
- Accounts must be settled.
6. Settlement of Accounts
- Losses paid from profits, capital and partners.
- Assets applied to third-party debts, partner advances, capital and surplus.
7. Goodwill
- Treated as an asset.
- May be sold.
- Seller may compete subject to reasonable restrictions.
8. Continuing Guarantee
- Revoked for future transactions by change in constitution unless agreed otherwise.
9. Exam Distinction
- Dissolution of partnership may change relations among partners.
- Dissolution of firm ends partnership among all partners.
Core Memory: Registration controls enforceability; dissolution controls winding up, liabilities and settlement of accounts.
