Registration under the Partnership Act 1932 is not compulsory in the sense that an unregistered partnership is still lawful and can trade. However, the practical consequences of not registering are significant. An unregistered firm generally cannot sue third parties to enforce contractual rights, and partners cannot sue each other or the firm to enforce rights under the partnership deed, except in limited situations such as dissolution and accounts. Banks, landlords and larger customers also often ask for evidence of registration. For most businesses, registering a partnership firm promptly is the sensible course, and it is not an expensive step.

The core document is the statement for registration, which records the firm name, principal place of business and branches, partners' names and addresses, the dates they joined and the duration of the firm. It is signed by the partners and supported by the partnership deed, identity documents of the partners and, in practice, evidence of the business address. Names and addresses should match the deed and bank records exactly. Requirements can change as the RJSC updates its online system, so we confirm the current checklist and prepare the documents so that the application is not returned for correction.

If the claim arises from a contract, an unregistered partnership firm will usually face an objection that it cannot sue, and the suit may be dismissed. Registering after filing generally does not cure the problem. The firm may still have options: registering before filing a fresh claim within limitation, relying on a claim that does not arise from contract, or pursuing a statutory exception. Arbitration may also raise the same question. We review the facts and documents and advise on the route that best preserves the claim. Limitation keeps running, so collect the deed and accounts promptly.

If the firm is registered and the partner is shown in the register, a partner can generally bring proceedings to enforce rights under the partnership deed, including claims for accounts and a share of profits. If the firm is not registered, such a claim is usually barred while the firm continues, although a partner may sue for dissolution and accounts. Many disputes are resolved by negotiated exit, valuation and payment terms. We advise partners on the strength of their position and the cost and timing of each option. Keep accounts and correspondence that evidence the agreed shares.

Yes. Partners are jointly and severally liable for acts of the firm done while they are partners, which means a creditor can pursue any partner for the full debt, not just a proportionate share. Liability can continue after retirement if public notice is not given. Incoming partners are generally not liable for earlier debts unless they agree. Because liability is unlimited, partners with significant personal assets often consider converting the business into a private limited company. We advise on liability exposure, notices on retirement and protective structuring. Business insurance may reduce but does not remove personal exposure.

A firm can be dissolved by agreement of all partners, by notice where the partnership is at will, on the happening of certain events, or by order of the court on grounds such as misconduct, persistent breach or continuing losses. On dissolution, the firm's debts are paid first, then partners' advances and capital, with any surplus shared in the profit-sharing ratio. Valuation of goodwill is often disputed. We advise on structured dissolution, settlement terms and court proceedings where agreement is not possible. Keep accounts, bank statements and capital records safe, as they are key evidence.

Foreign participation in a partnership firm is not common and raises practical questions. Partners carry unlimited personal liability, and foreign exchange rules affect how a foreign partner contributes capital and receives profits. Banks and licensing authorities may also apply additional checks. Most foreign investors therefore prefer a private limited company, which offers limited liability and a clearer route for bringing in investment and repatriating returns. We advise foreign investors and Bangladeshi partners on whether a partnership can work and on alternative structures, including joint venture companies. Local partners should take advice before agreeing.

Conversion is worth considering when the business is growing, taking on significant debt or contracts, seeking outside investors, or when partners want to limit personal liability and plan succession more easily. A company also has a clearer governance framework and is often preferred by banks and large customers. Conversion involves incorporating a company, transferring assets, contracts, licences and employees, and dealing with tax and stamp duty consequences. We map the steps, costs and timing for converting a partnership firm, and help partners decide when to proceed, allowing for lender consent and the financial year end.