Chapter V - Incoming and Outgoing Partners
Section 35
Section 35: Liability of a deceased partner’s estate
Section 35 protects a deceased partner's estate from later firm acts where the partnership contract allows the firm to continue after death.
On this page
Need advice on Section 35?
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
Where under a contract between the partners the firm is not dissolved by the death of a partner, the estate of a deceased partner is not liable for any act of the firm done after his death.
Central rule and applicability
The condition is that the firm is not dissolved by the partner's death under the partners' contract. In that case, the deceased partner's estate is not liable for firm acts done after death. The deed and the dates of the relevant acts determine whether this particular rule applies.
Limits and related provisions
The provision does not state that all debts existing before death disappear. It also does not itself give the estate a final settlement or turn heirs into partners. The default dissolution rule, settlement rights, estate law and any applicable state amendment need separate consideration.
Hypothetical business example
Hypothetical: A deed permits the surviving partners to continue, and they incur a fresh supplier obligation after a partner dies. The adviser checks Section 35 for the estate's position and separately addresses debts and the deceased partner's share existing before death.
Practical decision flow
Confirm the death date and the contractual term keeping the firm in existence.
Identify whether the relevant act occurred before or after death.
Separate the post-death liability issue from prior obligations and the estate's settlement or profit-share rights.
Check the applicable state law
This guide explains the central Section 35 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
- Confirm the death date and the contractual term keeping the firm in existence.
- Identify whether the relevant act occurred before or after death.
- Separate the post-death liability issue from prior obligations and the estate's settlement or profit-share rights.
Avoid
- The provision does not state that all debts existing before death disappear. It also does not itself give the estate a final settlement or turn heirs into partners. The default dissolution rule, settlement rights, estate law and any applicable state amendment need separate consideration.
Glossary
- Continuing firm
- A firm not dissolved by death under the partnership contract.
- Post-death act
- A firm act occurring after the partner's death.
Frequently asked questions
Does the section depend on the partnership contract?
Yes. It addresses a firm not dissolved by death under that contract.
Does it remove liabilities from earlier acts?
It provides protection for acts done after death, not a blanket discharge of earlier obligations.
Do heirs automatically become partners?
Section 35 does not provide automatic admission of heirs as partners.
Need help applying this provision to your situation?
Contact BizeneedLast updated 10 October 2026