PARTNERSHIP

Nature and Meaning of Partnership

 Under section 3 of Act 152, a partnership is defined as “the association of two

or more individuals carrying on business jointly for the purpose of making
profits”.
A partnership cannot have more than 20 partners and neither can we have a one-
man partnership under the law.

There are some business associations that may share the semblance of
partnership but are excluded from the ambit of Act 152. These are:
 Companies registered under Companies Act
 Statutory corporation
 Unincorporated associations formed under any Act of Parliament or any foreign
law
 Joint venture without firm name
 Family co-ownership of property used to operate business to generate profit for
sharing
Nature and Meaning of Partnership

Act 152 provides that a partnership should be presumed to

exist where there is a prima facie evidence that the group of
individuals carrying on the business share net profit.
However, the fact that an agent or a servant is paid
remuneration from income of the business does not make
such an agent or servant a partner in that business
Again, a person shall not be deemed to be a partner if it is
shown that he did not participate in the carrying on of the
business and was not authorized so to do.
A partnership shall consist of more than twenty persons and
neither can body corporate become a Partner although a
body corporate, in law, is regarded as an artificial legal entity.
 REGISTRATION OF PARTNERSHIP-Section(4)

Registration of Firm is very crucial because under the Act it is

unlawful for a business association that qualifies to be classified as
Partnership within the meaning of Act 152 to carry on business
unless the firm shall have been duly registered in accordance with
the Act.
Section-5 -Method Of Registration
Two documents are required for the registration of partnership.
They are
• Statement
• Partnership Agreement.
The above documents in a prescribed form and signed by all the
partners must be submitted or delivered to the Registrar for
registration.
REGISTRATION OF PARTNERSHIP
The Statement to be submitted must contain the following particulars:
(a) the firm name of the partnership;
(b) the general nature of the business;
(c) the address and Post Office Box number of the principal place of
business of the partnership; and all other places in Ghana at which the
business is carried on;
(d) the names and any former names, residential addresses and business
occupations of the partners; (e) the date of commencement of the
partnership,
(f) particulars of any charges requiring registration under Act or a
statement that there are no such charges, and where particulars of any
charge require registration the Act, the statement shall be accompanied
by the documents required by that section.
 REGISTRATION OF PARTNERSHIP
 The Registrar shall proceed to register after payment of prescribed fees.
 The Registrar is given power under the Act to refuse to register any firm is in
the opinion of the Registrar:
(a) the partnership is not one which cannot be registered as partnership under
the Act;
(b) any of the businesses which the partnership has been carrying on or is to
carry on is unlawful;
(c) the name of the firm is misleading or undesirable;
(d) any of the partners is an infant or of unsound mind or a person who, within
the preceding five years, has been guilty of fraud or dishonesty, whether
convicted or not, in connection with any trade or business or is an undischarged
bankrupt; or
(e) the statement is incomplete, illegible, inaccurate, irregular, or on paper
insufficiently durable to be suitable for registration, the Registrar shall, upon
payment of the prescribed fee, register the said statement.
REGISTRATION OF PARTNERSHIP
The Registrar may before arriving at a decision
whether or not to register the firm may call upon
any partner or former partner to supply such
information as he shall think fit; and may require
the books and accounts of the partnership to be
produced for his inspection.
The Act affords any partner or person claiming to
be a partner the right to appeal to the High Court
against the decision of the Registrar not to register
the partnership if the decision not to register is
based on (a), (b), (c) or (d) above
 Section 6 - Issue And Effect Of Certificate Of Registration

 When the registrar is satisfied that the Statement and the Agreement submitted for
registration meet the requirement of the Act and proceeds to register same, he shall
certify under his seal that the firm has been registered and is incorporated. The
effect of this is that the firm becomes an artificial legal entity with rights and
obligation like natural persons.
 The certificate shall state the names of the partners and shall also state the fact that
that the liability of the Partners is unlimited. This means that although the
Partnership Firm is a separate legal entity from the partners, the partners are jointly
and severally liable with the firm in respect of any liability incurred by, for and on
behalf of the firm.
 The Act enjoins the Registrar cause a publication in the Gazette stating the issue of
the certificate and the terms of issue.
 When a certificate, or a copy of it is certified as correct under the hand of the
Registrar, or the Registrar causes a publication to be made in that Gazette regarding
the registration of a partnership, this shall be conclusive evidence that the firm has
been duly incorporated under this Act. This means that at this stage, no evidence
shall be admitted to rebut the fact that the partnership has been duly incorporated.
Section 7 - Registration Of Changes

The Act places an obligation on existing partners to deliver

to the Registrar for registration a statement in the prescribed
form signed by all the partners or their agents authorized in
writing if any change has been made or has occurred in any
of the particulars registered within twenty-eight days after
the change. The new statement to be submitted must
contain the particulars of the change.
In cases where the change is in respect of the firm name or
of the identity of the partners, the Registrar, upon
registration of the new statement, shall issue an amended
certificate of registration and shall cause a notice to be
published in the Gazette stating the issue of such new
certificate and the terms under which it has been issued.
 Section 8 - Annual Renewal Of Registration

The statement submitted to the Registrar is valid for only one year.
The Act requires that once in every year the partners shall deliver to
the Registrar for registration a statement in the prescribed form
renewing the registration.
The Act regulates the time frame within which the notice for
renewal should be delivered to the Registrar.
In the case of every partnership registered between the first day of
January and the thirtieth day of June in any year the notice shall be
delivered for registration within twenty-eight days after the first day
of January each year.
In the case of every partnership registered between the first day of
July and the thirty-first day of December in any year the notice shall
be delivered for registration within twenty-eight days after the first
day of July each year.
Section 9 - Penalties and Disabilities upon proper registration

If a business association that ought to be registered under the Act

carries on business when it had not been registered or submits for
registration inaccurate statement or even fails or neglect to renew
registration, the following sanctions shall apply under the law:

(a) every partner shall be liable to a fine for each day during which the
default continues;

(b) the firm and the partners shall cannot take a court action to enforce
any right arising out of any contract made during such time as the default
continues.
Section 9 - Penalties and Disabilities upon proper registration

However, the law allows the firm to apply to the High Court for relief
against the disability to enforce any legal right through court action.
Upon the application, if the High Court is satisfied that it is just and
equitable to grant relief, the court may grant such relief. The relief
granted may be general or limited to any particular contract and can be
granted upon conditions as the Court may deem fit.
The relief to be granted shall not affect any right a third party may have
against the firm or the partners, or any other person, in respect of such
contract;.
Although a firm cannot sue to enforce any legal right when it has not
obtained a relief from the High Court, if a third party rather commences
a suit against the firm or the partners to enforce the rights of such party
in respect of such contract, the firm or the partners may then have the
opportunity to counter-claim, set-off any such rights that the firm or the
partners may have against that party in respect of that contract.
 Section 10 & 11 - Maintenance of Register

The Registrar is required under the law to maintain

a register and an index of all firms registered under
and of all statements and notices relating to each
firm so registered. However, except for registration
of charges/security, the content of the Register
cannot be construed as notice to the general public
in respect of matters stated in there
CHARACTERISTIC FEATURES OF A
FIRM
Section - 12 – Consequence of Incorporation the Firm
Upon successful incorporation of partnership firm, the firm assumes the
under-listed characters
 separate legal Entity: Upon incorporation and the certificate of
registration issued, the firm becomes a separate artificial legal entity
under the firm name, distinct from the partners of whom it is
composed.
 Powers: the partnership can exercise all the powers of a natural person
that is capable of being exercised by a body corporate.
 Perpetual Existence: the life of the firm is not tied with the constitution
of the partnership. Thus, the firm shall continue to exist as a corporate
body until dissolved.
CHARACTERISTIC FEATURES OF A
FIRM
 Unlimited Liability: Although the firm is a body corporate, each partner
is liable, without limitation, for the debts and obligations of the firm.
However, each member shall be entitled to an indemnity from the firm
and to contribution from his co-partners in respect of liability or
obligation borne by that partner in accordance with his rights under the
partnership agreement.
 Publication of Firm Name and Partners’ Names- section 13

 The law requires that every firm shall carry on business only under the
registered firm name, and shall paint or affix, and keep painted or affixed,
the registered firm:
 name on the outside of every office or place in which its business is
carried in a
 conspicuous position in letters easily legible.
 The firm must also have its name and the present names of all the
partners in the firm accurately mentioned in legible characters at the
head of all trade circulars and
 business letters of the firm.
 The firm shall keep exhibited in a conspicuous position at the principal
place of business of the firm the firm’s latest certificate of registration.
 Where there is default in compliance with the above requirements, the
firm shall be liable to pay a prescribed fine.
 RELATIONSHIP BETWEEN THE FIRM/PARTNERS WITH THIRD
PARTIES

Although a firm is a separate legal entity from the

partners and capable of exercising all powers that can
reasonably be exercised by a body corporate as it is a
natural person, it is the act of the partners that bind the
firm as if it was the firm that has acted.
For the purpose of the business of the firm, every
partner is considered as an agent of the firm. However,
the acts of the agent (every partner) shall only bind the
firm if:
such acts were authorized, expressly or impliedly, by his
other partners or subsequently ratified by them;
 RELATIONSHIP BETWEEN THE FIRM/PARTNERS WITH THIRD
PARTIES

such acts were done for carrying on in the usual way business of the
kind carried on by the firm, unless the partner is acting has in fact no
authority to act for the firm in the particular matter and the person with
whom he is dealing knows that he has no authority.
Where the acts of a partner are for a purpose apparently not connected
with the firm’s ordinary course of business, the firm shall not be bound
unless he is in fact authorized by his other partners or his act is
subsequently ratified by them.
If it has been agreed between the partners that any restriction shall be
placed on the power of any one or more of them to bind the firm, no
act done in contravention of the agreement shall be binding on the firm
with respect to persons having notice of the agreement. There is a
proviso that an agreement purporting to limit the extent of the liability
of the firm or the partners in respect of any act binding the firm shall
not be effective except as between the actual parties to the agreement.
 Nature Of Liability Of Firm And Partners-Section 16-18

Existing Partners: Every partner in a firm is jointly and severally

liable with the firm and the other partners in respect of all
debts and obligations of the firm incurred while he is a partner.
Newly admitted partners: In the case of newly admitted
partner he is not liable to the creditors of the firm for anything
done before he became a partner.
Retiring Partners: Retiring Partner shall not cease to be liable
for the debts or obligations of the firm incurred before his
retirement. A retiring partner may be discharged from any
existing liability by an agreement to that effect between himself
and the firm and the creditor. The agreement may be either
express or inferred as a fact from the course of dealing between
the creditor and the firm as newly constituted.
Third Party dealings with the firm in relation to Retiree Partners

Where a person deals with a firm after the retirement of any partner whom
he knew to be a partner in the firm, he shall be entitled to treat the retired
partner as still being a partner until he has notice of the retirement. Until it
can be proved that the third party has notice of the retirement of the
named partner, the retired partner shall be liable to the third party for the
liability of the firm
If any such person had dealings with the firm prior to the retirement he
shall not be deemed to have notice of the retirement unless he has actual
knowledge.
An advertisement in a daily newspaper circulating in the district in which is
situated the principal place of business of the firm shall be notice to
persons who have not had dealings with the firm prior to the retirement
Except in the case of inadequate notice of retirement, a partner who retires
or declared bankrupt or the estate of a deceased partner shall not be liable
for any debts or obligations of the firm contracted or incurred after the date
of the retirement, insolvency or death respectively.
 Mortgages, Charges and Accounts of the Firm-Section 21

The law allows the firm to use the whole or any part of its assets or
undertaking as security for loans or financial facility obtained from
creditors by creating a floating charge over the said assets or undertaking.

A floating charge is defined as an equitable charge on the whole or a

specified part of the firm's undertaking and assets both present and
future.
When a floating charge is granted, the firm can still deal with the charged
assets in its ordinary course of business until the one in whose favour the
charge is created takes the necessary step to enforce the security when
the floating charge crystallizes.
Crystallization is the process by which a floating charge is converted into a
fixed charge. Where crystallization is deemed to have taken place, it would
cover all assets secured by the floating charge and the company would
need the consent of the holder before dealing with the assets.
 Crystallization occurs in 3 instances:

Where the charge has become enforceable and the

charge holder has taken steps to enforce the charge
in accordance with its terms. He enforces it by
appointing a receiver or a manager, or by entering
into possession of the assets. Generally these will
be defined by the terms of the charge.
Where the court appoints a manager or receiver
on the application of the holder of the charge.
Where the company goes into liquidation (when
winding up proceedings begin).
 Priority of Charges –Section 22

In terms of priority, a fixed charge has priority over a

floating charge in respect of the same property.
This is the general rule unless there is a restriction on
the floating charge to the effect that no subsequent
fixed charge or other floating charge may be created in
respect of that same property or if the terms on which
the floating charge was granted prohibited the firm
from granting any later charge having priority over the
floating charge and the person in whose favour such
fixed charge was granted had actual notice of that
prohibition at the time when the charge was granted to
him.
 Payments derived from charged property

After a floating charge has been granted over any

part of the undertaking and assets of a firm no
payment or return shall be made to any partner by
the firm out of any assets subject to the charge,
except to the extent agreed by the holder of the
charge (charge). If advertently or inadvertently,
payment or return is made without such agreement
the security of the chargee becomes immediately
enforceable, that is, crystallization would take
place.
 Section 22 - Registration Of Particulars Of Charges

The law requires that every charge except those that are
exempted which is created by the firm or by any partner to
secure any debt or obligation of the firm ought to be
registered.
The consequence for the failure of registration
The charge granted shall be void only in terms of the security
provided unless the particulars together with the certified
copies of the instrument creating the charge are delivered to
the Registrar of companies within 28 days after its creation.
This means the loan will be valid, but the charge created to
secure it would be invalid unless it is registered with the
registrar of companies.
 Charges that do not require
registration
• Pledge of goods
• Promissory lien on goods
• Trust receipt of Bill of Laden
• Dock Warrant
• Bill of exchange
• Promissory note
Particulars required for registration:

Particulars required for registration:

• The following particulars of the charge created are required:
• The date of the creation of the charge
• The nature of the charge
• The amount secured by the charge
• Description of the charged property
• The grantor of the property charged
• If it is a floating charge, the nature of any restriction or prohibition on
the firm to create subsequent charges ranking in priority to, or at the
same level with, the charge created
 The Obligation to Register the
Charge-section 26
The law places the obligation on the firm to
register the charge. If there is default, then the firm
shall be liable to a fine. Even though the obligation
is on the firm, nothing stops the creditor from
registering the charge.
If the creditor registers the charge he should be
indemnified by the firm in respect of the cost
involved in registration.
Section 27 – Registrar to keep Register of Particulars of Charges

The Registrar is enjoined by law to keep with respect to

each firm, a register of the particulars duly delivered to
him for registration and further to that, he shall give a
certificate under his hand of the registration of
particulars of any charge registered. The certificate issued
by the Registrar shall be conclusive evidence of the
particulars registered.
The only exception is that if the particulars submitted
happen to be incorrect, the firm or of any other person
who delivered false or incomplete particulars or an
incorrect copy of any document shall not be allowed
treat the anomalies as conclusive.
Section 29 - Rectification Of Register Of Particulars Of Charges

The law allows for an application to be made to court by the firm or an

interested party to extend the statutory period of 28 days within which
a charge created must be registered under the following
circumstances:
 where the omission to register particulars of a charge or the omission
or misstatement of any particulars with respect to any such charge was
accidental,
 where the omission to register particulars of a charge or the omission
or misstatement of any particulars with respect to any such charge was
due to inadvertence or to some other sufficient cause,
 where the omission to register particulars of a charge or the omission
or misstatement of any particulars with respect to any such charge was
or is not of a nature to prejudice the position of creditors of the firm,
or that on other grounds it is just and equitable to extend the period.
 Effect of registration of charges-section 31

The registration of the particulars of the charge

constitutes an actual notice to the general public in
respect who may deal with the charged property
subsequent to the registration. However, the notice
does not cover the contents of any document referred
to or delivered with the particulars registered.
The registration of any particulars on the register of
particulars of charges shall constitute actual notice of
such particulars, but not of the contents of any
document referred to therein or delivered therewith, to
all persons and for all purposes as from the date of
registration.
 Accounts-Section 32

 Every Partnership Firm is required to keep proper account in respect of the

following:
 the financial position of the firm
 the control of an account in relation to all properties acquired in the firm’s
business.
 The account to be kept must provide the following particulars
 all money received and expended by the firm
 all sales and purchase of the assets of the firm
 the assets and liabilities of the firm and the interest of the partners in them
 The law further requires that within the intervals of not more than 15
months, the firm must cause to be prepared:
• profit and loss account
• balance sheet
Sanctions for breach of duty to keep proper account
Where the firm defaults in keeping proper account,
each partner shall be liable to a fine. Each partner has a
right to access the firm’s account
The Relationship of One Partner to Another
Each of the partners is considered as an agent of the
firm and he is expected to take part in the management
of the firm. However, he is an agent only for what he
does within the scope of his authority. If a goes outside
the scope, he will not be considered as an agent of the
firm.
 The Relationship of One Partner to Another

As an agent, every partner is under obligation to do the

following:
He has the duty to disclose to all other partners any
material information concerning the firm. As agent,
He has the duty to disclose personal profits he makes out of
any duties.
He must account to the firm for any benefit derived by him
without the consent of the other partners from any
transaction concerning the firm or from any use by him of
the firm’s property, name or business connection.
He is under duty not to compete with the firm.
 The Relationship of One Partner to Another

Rules Applying in Absence of Contrary Agreement-section 36

• Apart from the fiduciary duties of the partners, the partners may be
bound by contractual duties provided in the Agreement. However, the
mutual rights and duties of the partners either under the Agreement or
pursuant to Act 152 may be varied by the consent of all the partners.
The consent may be either express or inferred from a course of dealing.
• The law further provides that in the absence of provision in the
agreement to the contrary, the following rules shall apply: all the
partners shall be entitled to share equally in the capital and profits of
the firm and shall contribute equally towards the losses sustained by the
firm;
• When a partner has expended money for the preservation of the assets
of the Firm, he has to be reimbursed.
 The Relationship of One Partner to Another

A partner may lend money to a firm or the firm may borrow money
from the partner and under law such loan would attract an interest of
not more that 5%.
Notwithstanding that the partnership agreement provides for payment
of interest on the capital subscribed by any partner, a partner shall not
be entitled to payment of such interest before the ascertainment of the
profits of the firm.
 every partner may take part in the management of the business of the
firm;
no partner shall be entitled to remuneration for acting in the firm's
business;
no person may be introduced as a partner without his consent and the
consent of all the existing partners;
 The Relationship of One Partner to Another

any difference arising as to ordinary matters connected with the firm's

business may be decided by a majority of the partners, but no change
may be made in the nature of the firm's business without the consent of
all the existing partners;
the partnership books and accounts shall be kept at the place of
business of the firm or the principal place of business if there is more
than one.
Presumed Continuance of Terms of Partnership Agreements - S 36
 In a case where a partnership is expressed to be for a fixed term, and,
after the expiration of that term, the partners or some of them
expressly or impliedly agree to remain partners in the firm, the rights
and duties of such partners, in the absence of agreement to contrary,
shall remain the same as they were at the expiration of the term so far
as is consistent with the incidents of a partnership at will.
 Nature of the interest of partners Section 37

Upon incorporation, the firm becomes a separate

legal entity from the partners and therefore can
hold its own properties. The properties of the firm
are not to be considered as the personal properties
of the partners.
The interests of the partners in the firm are
referred to as personal estate (chose in action) and
shall not be in the nature of real or immovable
property (chose in possession).
 Rights of Assignee of Partner's Interest in Firm- Section 38

A partner may assign his interest in the firm either absolutely

or by way of a charge. However, the following rules shall apply:
the assignee cannot interfere in the management or
administration of the firm or to require any accounts of the
firm's transactions
the assignee cannot inspect the partnership books, but shall
entitle the assignee only to receive the share of profits to which
the assigning partner would otherwise be entitled,
the assignee shall accept or be entitled to the profits due the
assignor.
In the event of the assigning partner ceasing to be a partner in
the firm the right of the assignee equally ceases
 Cessation of membership of Firm –Section 39

A partner ceases to be a partner in the firm in the event of either of the

following:
 Upon death of the partner;
 Upon his becoming an alien enemy during time of war;
 When the partner is declared insolvent
 If the other partners so elect in writing, a partner shall cease to be a
partner in the firm if he suffers his interest in the partnership to be
charged in respect of the payment of a judgment debt.
 A partnership agreement may validly provide that on the occurrence of
any of the events which specified in the agreement, any partner shall
cease to be a partner either automatically or at the option of the other
partners.
 Cessation of membership of Firm –Section 39

A partner shall also cease to be a partner in the firm upon an order of a

court following an application by another partner in the following
circumstances:
 When such partner is shown to the satisfaction of the court to have
become permanently of unsound mind;
 When such partner is shown to the satisfaction of the court to have
become in any other way permanently incapable of performing his part
of the partnership agreement;
 When such partner has been guilty of such conduct as, in the opinion of
the court, regard being had to the nature of the firm’s business, is
calculated prejudicially to affect the carrying on of the business;
 When such partner willfully or persistently commits a breach of the
partnership agreement, or otherwise so conducts himself in matters
relating to the firm’s business that it is not reasonably practicable for
the other partners to carry on the business in partnership with him
Section 40 - Withdrawal Of A Partner Not To Affect The Others

As already noted, on characteristic feature of a partnership firm is

perpetual succession. Thus, the exit of a partner from the firm does
not affect the existence of the firm. In respect of the remaining
partners’ their mutual rights and duties of the other partners
remain intact.
Section 41 - Action By Continuing Partners
If there are only two partners and one ceases to be a partner, the
only one surviving or continuing partner of the firm the surviving or
continuing partner is enjoined by law to do either of following:
 admit another member (successor) into partnership in the firm who
has acquired the interest of the exiting partner
purchase the interest in the firm of the former partner
Commence to wind up the firm.
 Winding up

Section - 44 - Modes of Winding Up

• Winding up is the processes by which the firm ceases
to exist. It involves sale of the assets of the firm to
satisfy liability.
The winding-up of a firm may occur by through the
following:
• as a result of insolvency against all the partners
jointly;
• under an order of the Court;
• by voluntary liquidation by the partners.
 Section 45 – EFFECT OF WINDING UP

As soon winding up commences, the

firm shall cease to carry on its business
except that which is reasonably
necessary for the beneficial winding up.
The corporate state and corporate
powers of the firm shall continue until it
is dissolved.
 Modes of winding up

Voluntary Winding Up
• A firm may be wound up by way of voluntary liquidation by the
partners if all the partners agree and notify the Registrar for
registration. In such case, the winding up shall be deemed to
commence at the date of the registration by the Registrar of such
notification.
• The Registrar on receipt of the notice shall publish it in the Gazette.
The authority of each partner to bind the firm and the other rights
and obligations of the partners shall continue, notwithstanding the
winding up until the firm is dissolved or a insolvency protection order
is made against all the partners jointly or an order is made for the
winding up of the firm under an order of the Court, so far as may be
necessary to wind up the affairs of the firm and to complete
transactions begun but unfinished at the time of the commencement
of the winding up, but not otherwise.
 Modes of winding up

If at any time a partner is of the opinion that the firm shall
not be able to pay its debts in full within six months from
the commencement of the winding up, he shall give notice
in the prescribed form to the Registrar who shall register
such notice and cause a copy to be published in the Gazette.

• Within twenty-one days from the expiration of six months

from the commencement of the winding up, the partners
shall send to the Registrar a statement in the prescribed
form stating whether or not all the debts of the firm have
been paid in full, and the Registrar shall register such
statement and cause a copy thereof to be published in the
Gazette.
Section 49 - Notification That Firm Is Being Wound Up

When a firm is being wound up

otherwise than voluntarily by the
partners, every invoice, order, or
business letter issued by or on behalf of
the firm, being a document in or on
which the name of the firm appears,
shall contain a statement that the firm is
being wound up and shall state the name
or official title of the liquidator.
 Section 51 - Dissolution After Winding Up

 When the Registrar is satisfied that the winding up of the affairs of the firm is

complete then, unless the undertaking of the firm has been disposed of as a

going concern to another partnership and the change duly the Registrar shall

strike the firm off the register and notify the same in the Gazette. The firm shall

then be deemed to be dissolved as at the date of the publication in the Gazette.

 If any property of the firm has not in fact been effectually disposed of in the

winding up, it shall be deemed to be vested, in the case of a voluntary winding

up, in the partners and, in any other case, in the Official Trustee upon trust to pay

thereout any outstanding debts and liabilities of the firm and subject thereto for

the former partners in accordance with their rights under the partnership
 Section 51 - Dissolution After Winding Up

Notwithstanding the dissolution of the firm the

former partners shall remain jointly and

severally liable to pay the debts and liabilities of

the firm in so far as these have not been fully

discharged in the winding up or otherwise.

Section 54 - Appeals To The Court Against Dissolution

Any firm struck off the register has a right to appeal to

the High Court against the decision of the Registrar.
When the Court allows such appeal the firm shall,
subject to compliance with any terms and conditions
specified in the order, be restored to the register and
be deemed never to have been dissolved and the
Registrar shall publish notice thereof in the Gazette
but, unless the Court otherwise orders, the partners
shall be deemed to remain in default until the date of
publication of the notice in the Gazette.
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