Chapter IV - Relations of Partners to Third Parties
Section 28
Section 28: Holding out as a partner
Section 28 addresses liability from representing oneself as a partner or knowingly permitting that representation, where credit is given on its faith.
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Need advice on Section 28?
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
(1) Anyone who by words spoken or written or by conduct represents himself, or knowingly permits himself to be represented, to be a partner in a firm, is liable as a partner in that firm to anyone who has on the faith of any such representation given credit to the firm, whether the person representing himself or represented to be a partner does or does not know that the representation has reached the person so giving credit.
(2) Where after a partner’s death the business is continued in the old firm name, the continued use of that name or of the deceased partner’s name as a part thereof shall not of itself make his legal representative or his estate liable for any act of the firm done after his death.
Central rule and applicability
Representation may be spoken, written or by conduct. A person representing themselves, or knowingly allowing themselves to be represented, as a partner is liable as such to a person who gives credit to the firm relying on that representation. The representor need not know that the representation actually reached that credit provider. Continued use of a deceased partner's name alone does not create post-death liability for the estate or legal representative.
Limits and related provisions
The credit provider's reliance and the representation or knowing permission matter; mere association is not the complete statutory test. The deceased-name rule says not of itself, and does not resolve every independent liability an estate may have. Applicable state amendments and the underlying records should be checked.
Hypothetical business example
Hypothetical: A business adviser knowingly permits the firm's letterhead to describe the adviser as a partner, and a supplier extends credit on that basis. Section 28 requires examination of the representation and reliance even though the adviser says no internal partnership deed was signed.
Practical decision flow
Preserve the words, documents or conduct representing the person as a partner and evidence of knowing permission where relevant.
Identify the credit given to the firm and whether it was given on the faith of the representation.
Distinguish that claim from mere continued use of a deceased partner's name and assess the specific party and period involved.
Check the applicable state law
This guide explains the central Section 28 baseline. State amendments, notifications and rules can affect its application. Confirm the law applicable to the firm's location and the relevant partnership agreement before acting.
Practical checklist
Do
- Preserve the words, documents or conduct representing the person as a partner and evidence of knowing permission where relevant.
- Identify the credit given to the firm and whether it was given on the faith of the representation.
- Distinguish that claim from mere continued use of a deceased partner's name and assess the specific party and period involved.
Avoid
- The credit provider's reliance and the representation or knowing permission matter; mere association is not the complete statutory test. The deceased-name rule says not of itself, and does not resolve every independent liability an estate may have. Applicable state amendments and the underlying records should be checked.
Glossary
- Holding out
- The representation or knowing permission described in Section 28.
- Reliance
- Giving credit to the firm on the faith of the partner representation.
Frequently asked questions
Must the representation be written?
No. Spoken words or conduct can also qualify.
Must the person know which supplier received the representation?
The section does not require knowledge that it reached the particular person giving credit.
Does continued use of a deceased partner's name alone bind the estate?
No. Subsection (2) expressly says that use does not of itself create liability for acts after death.
Need help applying this provision to your situation?
Contact BizeneedLast updated 10 October 2026