Sub-registrars must register partnership firms if applications are in proper form: HC

Bengaluru: The Karnataka high court has held that once the statement prescribed under Section 58 of the Indian Partnership Act is duly furnished, signed, and accompanied by the requisite fee, the registrar is bound to act under the terms of Section 59 of the Act and effect registration.

In his judgment, dated April 25, Justice Sachin Shankar Magadum while allowing the petition filed by M/s Spectrum Space Infra, Bengaluru, directed the sub-registrar of Shivajinagar to consider the application filed by the petitioner for registration under the Indian Partnership Act and take next action in accordance with law.

The petitioner firm, though presently unregistered, came into existence on June 10, 2020 under a partnership deed executed between S Mahalingam and M/s Poseidon Trust, under the name and style M/s Novel Nexus Infra. Subsequently, the firm underwent reconstitution on July 7, 2021 and again on Dec 6, 2021 by inducting additional partners. Thereafter, the firm also changed its name to M/s Spectrum Space Infra by an amendment, dated Oct 3, 2023.

An application was submitted for registration of the firm under the Indian Partnership Act by the petitioner thereafter, and the same was rejected by the authorities by endorsement on Sept 17, 2025, placing reliance on Rule 4(2) of the Karnataka Partnership (Registration of Firms) Rules, 1954, on the premise that changes in constitution were not intimated within 15 days. This forced the petitioner to approach the high court.

Justice Magadum noted that several high courts have consistently held that, while dealing with applications under Section 58 of the Indian Partnership Act, the Registrar performs only a limited quasi-ministerial role confined to verifying whether the statutory requirements are met.

The courts have cautioned that the registrar does not sit in adjudication over the validity of the partnership, its internal arrangements, or its past procedural lapses. The registrar’s role is neither that of a civil court nor that of an adjudicatory authority capable of importing extraneous considerations, the judge added.

In the present case, the respondent authority clearly exceeded its jurisdiction. The petitioners sought initial registration under Section 58 of the Act, not the recording of subsequent changes under Sections 60 to 63. Therefore, reliance on Rule 4(2) of the Rules was misplaced, as it applies only to already registered firms.

Justice Magadum held that neither the delay in approaching the Registrar nor the firm’s prior reconstitution could justify rejection of the application. The Registrar, the court observed, cannot assume an adjudicatory role by scrutinising the firm’s historical evolution. Reiterating the Gujarat High Court’s view, the court held that delay alone does not extinguish the statutory right to registration, and accordingly allowed the petition.