साझेदारी सम्झौता Partnership Deed

The deed every Partnership Firm registration is built on: who the partners are, what each puts in, how profit and loss divide, and who runs the bank account. Fill it in, print it, sign it before witnesses.

The Act is 2020, not 2076. The federal statute is the साझेदारी ऐन, २०२० (1964), published as such by the Department of Commerce, Supplies and Consumer Protection, the department that registers these firms. The “Partnership Act 2076” cited all over the web is Lumbini Province’s own provincial Act. If your deed cites 2076 outside Lumbini, it cites the wrong law.

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What a partnership deed has to settle

A Partnership Firm is not a separate legal person. The partners carry unlimited, joint and several liability for the firm’s debts, and they are taxed personally rather than at the corporate rate. That is the trade-off against a Pvt. Ltd., which limits liability to unpaid share amounts and caps out at 101 shareholders.

Get these right in the deed, because the Act fills gaps in ways partners rarely expect: the capital each partner contributes, the profit and loss share (they need not match the capital, but they should total 100), who may operate the bank account, and the notice required to retire.

Terminology that matters legally

Co-owners of a Partnership Firm are partners, never shareholders; a firm has no shares to hold. A firm also cannot hold shares in a company: Section 6 of the Registrar Directive bars transferring company shares into a firm’s name, because the firm is not a person.

After the deed

Registration is at the DoCSCP, a provincial office, or your local level depending on objective and capital, not at the OCR. Then a PAN, and VAT if you cross the threshold or import. Closing later is a different statute again, and closing voluntarily avoids the one-year bar that follows cancellation for non-renewal.

This generator lays out a standard deed and does not add up the partners’ capital or check that the shares total 100, so check both before signing. For anything unusual, talk to us before you file.

Partnership deed in Nepali: साझेदारी सम्झौता, and what the Act requires

A partnership deed (साझेदारी सम्झौता) is the agreement between the partners of a Partnership Firm. It is filed when the firm is registered, and it is the document everyone falls back on when the partners later disagree about profit shares, withdrawals or who may bind the firm.

A Partnership Firm is not a company. It is governed by the federal Partnership Act 2020 and registered at the DoCSCP / DCSI, not at the Office of the Company Registrar. It is not a separate legal entity and the partners carry unlimited liability, jointly and severally. If you want limited liability, you want a Pvt. Ltd. with several shareholders instead.

Why we built this. Partnership deeds are where the cheapest templates do the most damage: a deed with no profit-sharing ratio, no retirement clause and no dispute mechanism is worth very little on the day it is needed. This generator asks for the clauses that actually get argued about, and produces a clean Nepali deed you can print and have signed before witnesses. Free, and nothing leaves your browser.

What should be in the deed

  • The firm’s name and principal place of business.
  • Every partner’s full name, address and capital contribution.
  • The profit and loss sharing ratio, the single clause most often left out.
  • Who manages, who may sign, and what needs all partners’ consent.
  • Admission, retirement and death of a partner.
  • Accounts, the financial year, and how disputes are resolved.

Note the terminology: a Partnership Firm has partners, never shareholders. A Pvt. Ltd. has shareholders, never partners.

Frequently asked questions

What is a partnership deed in Nepali?

A partnership deed is साझेदारी सम्झौता: the written agreement among the partners of a Partnership Firm, setting out capital contributions, the profit-sharing ratio, management and how partners may join or leave. It is filed when the firm is registered.

Is a partnership deed compulsory in Nepal?

In practice yes. A Partnership Firm is registered under the Partnership Act 2020 and the registering office requires the deed signed by all partners. Beyond registration, it is the only record of the profit-sharing ratio, which is why an undocumented partnership is so difficult to unwind.

What documents are required for a partnership deed?

The deed itself signed by every partner before witnesses, each partner’s citizenship certificate copy and photograph, proof of the business address, and the registration application. Requirements vary slightly between the DoCSCP, DCSI and provincial offices.

What is the difference between a partnership firm and a company?

A Partnership Firm is governed by the Partnership Act 2020, registered at the DoCSCP or DCSI, is not a separate legal entity, and its partners have unlimited liability. A company is governed by the Companies Act 2063, registered at the OCR through CAMIS, is a separate legal entity, and its shareholders’ liability is limited to any unpaid share amount.

Want us to file this for you?

An MOA that OCR rejects costs you weeks. We draft, check and file the whole set (MOA, AOA and the registration application) and handle PAN/VAT and the bank account after.

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