Partnership firm is the OG of Indian business entities. Two or more people agree in writing to share profits, no ROC registration required (though registration with Registrar of Firms is prudent). Simpler to form than LLP. Same 30%+ tax rate as LLP. But unlimited liability of each partner. Personal assets on the line for business debts. And the firm itself is not a separate legal person in the way a company is. Still surprisingly common in small CA practices, law firms, and family businesses where liability protection is not a priority.
By the end, you will know the partnership tax flow, the remuneration and interest caps under section 40(b), and the situations where partnership still beats LLP despite the liability downside.
The tax flow
Firm earns Rs. X (gross income - business expenses). From this, subtracts partner REMUNERATION + INTEREST (both capped under section 40(b)). The remaining profit is taxed in the FIRM's hands at 30% + surcharge + 4% cess. Partner remuneration and interest, already deducted from firm profit, are separately taxed in the PARTNER'S hands as BUSINESS INCOME (not salary) at partner's slab rate.
After firm tax, the net distributable profit flows to partners as per the partnership deed. This post-tax profit share is TAX-FREE at partner level (partnership tax is at firm level only; no double-tax). Same principle as LLP: one tax layer, not two. Net tax economics closely match LLP for closely-held entities.
Section 40(b) caps
Interest to partners on capital: max 12% p.a. Any excess is added back to firm's taxable income.
Remuneration (salary, commission, bonus) to working partners: capped as per deed, within prescribed slabs. For deeds post-2009: 90% of first Rs. 3L of book profit + 60% of balance book profit.
Inactive (sleeping) partners: NO remuneration allowed at all. Any payment to them is added back to firm profit.
Worked example: firm book profit Rs. 10L. Three working partners. Max remuneration: 90% x Rs. 3L + 60% x Rs. 7L = Rs. 2.7L + Rs. 4.2L = Rs. 6.9L total across all partners. If deed specifies Rs. 3L each for 3 partners = Rs. 9L total, excess Rs. 2.1L is disallowed. Firm pays tax on Rs. 10L - Rs. 6.9L = Rs. 3.1L at 30% + surcharge + cess. Partners pay tax on their Rs. 2.3L each share of remuneration at their individual slabs. The cap is strict; deeds must respect it.
Unregistered vs registered partnerships
Partnership Act 1932 allows partnerships to operate without registration with the Registrar of Firms. Unregistered partnership: cannot SUE in its own name (major disadvantage for any business with external disputes. You cannot enforce a contract in court). Registered partnership (filed partnership deed with RoF, ~Rs. 500-2000 state fee): can sue, can be sued, has legal standing. For any business with external dealings, registration is basic hygiene. For purely internal family business, unregistered is legally valid but operationally risky.
Unregistered partnership
A partnership not registered with the Registrar of Firms cannot sue in its own name. For any business with external dealings, LLP is preferable. Registration is automatic and the legal standing is guaranteed.
Unregistered partnership
Unregistered firms cannot sue in their own name. Any external-dealing business should register with RoF or convert to LLP for automatic legal standing.
Section 40(b) remuneration cap. Worked math
Book profit Rs. 10L. Max remuneration = 90% x Rs. 3L + 60% x Rs. 7L = Rs. 6.9L across all working partners. Excess is disallowed. Plan deed language and remuneration amounts within caps.
When partnership still beats LLP
For very small practices (2 partners, Rs. 50L turnover, no external dealings, fully family): partnership is simpler to form (no RoC filings, no Form 8/11), no LLP-specific compliance. Marginal simplicity advantage; LLP is better at scale.
Key Takeaways
Firm: 30% + surcharge + cess. Partner remuneration + interest are pre-tax deductions at firm level.
Section 40(b) caps: interest at 12% on capital; remuneration at 90%/60% book-profit slabs.
Unlimited liability. Personal assets on the line for business obligations.
Still used for small professional practices (law, CA) for simplicity and partnership flexibility.
For anything external-facing, LLP dominates via automatic legal standing and liability protection.
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