Chapter III - Relations of Partners to One Another
Section 12
Section 12: The conduct of the business
The Act supplies default rules for participation, diligence, ordinary decisions and access to firm books, subject to the partners’ contract.
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Need advice on Section 12?
This article is for general information. Refer to the Indian Partnership Act, 1932 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
Subject to contract between the partners—
(a) every partner has a right to take part in the conduct of the business;
(b) every partner is bound to attend diligently to his duties in the conduct of the business;
(c) any difference arising as to ordinary matters connected with the business may be decided by a majority of the partners, and every partner shall have the right to express his opinion before the matter is decided, but no change may be made in the nature of the business without the consent of all the partners; and
(d) every partner has a right to have access to and to inspect and copy any of the books of the firm.
Introduction
Section 12 supplies default rules for taking part in management, diligence, ordinary decisions and access to firm books, subject to the partners’ contract.
Ordinary differences may be decided by majority only after every partner has a chance to express an opinion; changing the nature of the business requires all partners’ consent.
Key takeaways
Participation and books
Every partner has a default right to participate and inspect or copy firm books.
Voting distinction
Majority can decide ordinary matters, but changing the nature of business needs unanimity.
Decision checklist
First check the deed for a different agreed rule.
Classify the issue as an ordinary matter or a change in the nature of the business.
Invite each partner’s opinion before a majority decision and minute the result.
Illustration
A routine supplier choice may be an ordinary matter; converting the firm from retail trading to a different line of business requires every partner’s consent under the statutory default.
Check deed and state law
Check the partnership deed and any applicable state amendment before using these default voting, management and books-access rules.
Practical checklist
Do
- Allow book inspection and copying as the section provides.
- Record partners’ views before voting on ordinary matters.
Avoid
- Do not use a simple majority to change the nature of the business.
Frequently asked questions
Can a partner inspect the firm books?
Yes, Section 12(d) gives that default right, subject to contract between the partners.
Can majority vote change the business type?
No. The statutory default requires consent of all partners for a change in the nature of the business.
Need help applying this provision to your situation?
Contact BizeneedLast updated 10 October 2026