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Myanmar Business Law Chapter 1
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Contents
ChapterI Pages
1.0 The Law of Partnership 3
1.1 Definitions of Partnership 7
1.2 The Essential Elements of a Partnership 9
1.2.1 There must be an agreement entered into by all the persons 10
Concerned
1.2.2 The agreement must be to share the profits of a business 15
1.2.3 Carried on by all or any of them acting for all 18
1.3 Distinguish between Partnership and Company 22
1.4 Mode of Determining the Existence of Partnership 26
1.5 Different Kinds of Partnership 36
1.5.1 Ordinary Partnership 37
1.5.2 Partnership at „ will 37
1.5.3 Particular Partnership 39
1.6 Property of the Partnership Firm 40
1.7 Relationship of Partners 45
1.7.1 Relationship of Partners to One Another 45
1.7.2 Relationship of Partners to Third Parties 46
1.7.2.1 Implied Authority 48
2
1.7.2.2 Partnership by Holding Out 58
1.7.3 Minor Benefits to Partnership 63
1.7.3.1 Rights 64
1.7.3.2 Duties 68
1.8 Reconstitution of a Partnership Firm 70
1.8.1 Introduction of a Partner 71
1.8.2 Retirement of the Partner 72
1.8.3 Expulsion of Partner 83
1.8.4 Insolvency of a Partner 84
1.8.5 Death of a Partner 85
1.8.6 Transfer of a Partner's Interest 86
1.9 Dissolution of a Firm (Partnership) 87
1.9.1 Modes of Dissolution of a Firm 88
1.9.1.1 Dissolution by Agreement 89
1.9.1.2 Compulsory Dissolution 89
1.9.1.3 On the Happening of Certain Contingencies 90
1.9.1.4 By Notice of a Partnership At will 91
1.9.1.5 By the Court 93
1.9.2 Division of Profits and Losses upon Dissolution 95
1.9.3 Sale of Goodwill after Dissolution 99
1.9.3.1. Rights of Buyer and Seller of Goodwill 104
3
1.10 Registration of a Firm 104
1.10.1 Application for Registration 109
1.10.2 Effect of Registration 113
1.10.3 Effects of Non-registration 117
Key Terms 124
Assignment Questions 126
Short Questions 129
4
Chapter 1
1.0 The Law of Partnership
In our day to day life we usually enter into contracts for
commercial and non-commercial purposes. A contract is an agreement
creating and defining obligations between the parties. Partnership also
includes contrasts for commercial purposes. As soon as commerce
develops beyond the most elementary stage, merchants begin to find it
desirable to carry on their business in association. They may form loose
associations for the purposes of carrying through some particular
enterprises, sometimes called syndicates, or more stable groups
intended to subsist for longer periods, called partnership.
In Myanmar the Partnership Act was enacted as India Act IX of
1932 on the date of 1st October, 1932. In the Act there are altogether
VIII Chapters and 74 sections.
5
1
2
The relation of partnership arise from contract and not from
status
- ၅
The Section 5 of the Partnership Act, provide that, "the relation of
partnership arise from contract and not from status". Therefore,
partnership can only arise as a result of a contract between the parties
and not from status. So, when a person agrees with another to share the
1 Partnership Act (1932) Act No. 9 2 The Myanmar Code Vol. 9 Page 171
6
profits of a business, to be carried on by them together, the partnership
arising from such agreement is said to be outcome of contract.
၅
Joint or co-ownership does not itself create partnership whether
the owner does or not share any profits made by the use of the thing
owned. Partnership is necessarily the result of agreement. Co-ownership
is not the result of contract.
For example:-
Husband and wife are co-owners of the house but they are not
partners. Although rent will be shared equally between them, it is only
7
matrimonial right conferred by law. If they made an agreement to do
hotel business by their house and to share the profits equally from such
business there husband and wife are partners of such business.
-
In particular Myanmar Buddhist husband and wife carrying on
business are not partners. Similarly the members of a Hindu undivided
family carrying on business are not partners.
3
1.1 Definitions of Partnership
3 Hindu undivided family
8
“Partnership” is defined as "the relation which subsists
between persons carrying on a business in common with a view of
profit."1
Section 239(d) of the Indian Contract Act 2 defined that
"Partnership is the relation which subsists between persons who have
agree to combine their property, labor or skill in some business, and to
share the profits there of between them".
3
In Myanmar Naing-Ngan, the term "Partnership" is defined by the
Partnership Act4, Section 4 as "Partnership is the relation between
persons who have agreed to share the profits of a business carried on by
all or any of them acting for all.”
၌
1 The Partnership Act of 1890 Section (1) 2Indian Act No. (9) of 1872 3 Contract Act (1872) sce: 239 4Indian Act No. (9) of 1872
9
Therefore, persons who have entered into partnership with one
another are called individually 'partners' and collectively 'a firm' and the
name under which their business is carried on is called the "firm name".
firm
၌
1.2 The Essential Elements of a Partnership
The definition of "Partnership" under section 4 contains the
essential element of the relationship of Partnership as follow:-
(1) There must be an agreement between two or more persons.
4
(2) The agreement must be with the intention to form a partnership
business and to share the profits of that business.
4 Agreement
10
(3) The business must be carried on by all or any of them acting for all.
All these elements must be present before a group of associates
can be held to be partners. These elements may appear to overlap, but
they are nevertheless distinct. The first element relates to the voluntary
contractual nature of partnership; the second gives the motive which
leads to the formation of firms; and the third shows that the persons of
the group who conduct the business as age for all the persons in the
group, and are therefore liable to account for all.
1.2.1 There must be an agreement entered into by all the persons
concerned
5
5 Agreement
11
This element shows that a partnership is formed by an agreement,
either express or implied. It may be either in writing or oral or be
inferred by the conduct of the parties who are said to be in such a
relationship.
6 7
8
9
A business without agreement, whether intends to do partnership
or not, must be assumed by the conduct of persons, which was decided
in the case of "Koo Gyee Hoke and six others vs. Wee Tin Shan and
four others". In this case a partnership firm by the name of "Sin Eng
6 Expressed 7 Oral 8 Implied 9 Conduct
12
Choon"1 was established some 70 years of age. There were only two
partners called "Koo Ban Pan" and "Wee Po Ee". Wee Po Ee died in
1892 and Koo Ban Pan's conduct since the time of Wee Po Ee's death
had all along been in the nature of a sole poprietorship. But Daw Khet,
wife of Wee Po Ee enjoyed a defined share of the profits of the business
of Sin Eng Choon. Section 42 provides that unless there is no contrary
term, a partnership firm formed only two persons is dissolved when a
partner dies. Daw Khet, even enjoyed a defined share of the profits of
that business there was no testimony regarding the agreement between
Daw Khet and Koo Ban Pan since Wee Po Ee died. Therefore, in the
absence of any testimony regarding property of the firm, it cannot be
said that Daw Khet became a partner. After the death of Daw khet, her
son, plaintiff Wee Tin Shan never became a partner and he has no right
to sue as a partner, because there was no testimony that he was a partner
in the business.
၅ *
1 1967. B.L.R. (C.C) P.170 * ၅
13
14
In "Dawood Sahib vs. Sheik Mohideen"1 case, there were two
persons, "A" and "B" agreed to form a partnership firm and to share to
profits of continued that business as his father was alive. But there was
no express agreement between "C" and "B" which made no objection
for "C’s entrance. The Court held that "C" was entitled to get share
profits as when his father was alive.
*
Therefore, it can be seen that if there is no agreement either in writing or
oral or by the conduct of the parties to enter into a partnership business, they
cannot be held as partners.
1A.I.R. 1930. (Mad 5) P.46 *Dawood Sahib Vs Sheik Mohideen. A.I.R. 1938: Mad, 5 (P.46)
15
1.2.2 The agreement must be to share the profits of a business
The second element states that there must be a business and the
agreement must relate to the sharing of profits arising from such
business. The word "business" includes every trade, occupation and
profession.
The sharing of profits is an essential element of a partnership
agreement. “Profits” mean “net profit”, that is to say, the excess of
returns over advances.
16
*
For example:-
'A' and 'B' agree to sell cotton in their joint account and to share
the profits equally. Here, A and B are partners in respect of such cotton.
This means a business without sharing profits is not a partner.
So, a business without the statement of sharing profits is not a
partnership. In the case of a* ,
the court decided as follows:-
* Abdulla Vs. Allah Diya. 8. Lah: 310 * -
17
*
၅
" "
* -
18
In this case the court held that the firm is not a partnership firm
because there is no agreement between the partners that they shall have
to share the profit.
Therefore, the sharing of profits is only a prima facie evidence
and not a conclusive evidence of the existence of partnership.
1.2.3 Carried on by all or any of them acting for all
The third element states the principles that "the law of partnership
is branch of the law of principal and agent." This is a very important
ingredient of a partnership. The underlying and fundamental principle
which constitutes a partnership is the idea of "agency". That is to say,
each partner is an agent binding the other persons who are his principals
and each partner is again a principal, who is in turn bound by the acts of
the other partners.
19
Section 18 of the Partnership Act states that, "subject to the
provisions of this Act, a partner is the agent of the firm for the purposes
of the business of the firm".
10
For example:-
10 Principal and Agent
20
Each partner carrying on the business is regarded as a principal
and as an agent for all the other partners. That is an act of each partner,
when carrying on the business of the firm, is an act of the firm and it
binds all the partners.
In the case of Cox vs. Hickman1 the Court held that, the true text
of partnership is mutual agency that is whether there is sharing of
profits so as to constitute the relation of principal and agent between the
persons taking the profits and those actually carrying on the business.
CoxVs.Hickman*
1(1860), 8. H.L.C. 268 * Cox Vs. Hickman (1860, 8. H.L.C 268. (312)
21
In determining whether a person is or is not a partner in a firm, the
Court must consider all the facts and circumstances of the case, e.g.,
(i) the existence of any agreement between the parties,
(ii) the conduct of the parties towards one another,
(iii) the mode of doing business,
(iv) the right to control property,
(v) the manner in which the accounts of the business are
kept,
(vi) the right to receive profits and etc.,
22
In other words, all the relevant facts taken together must show the
existence of all three essential elements in a partnership agreement.
1.3 The Distinction between a Firm and a Company
The distinctions between a firm and a company may be stated as
follows:-
(1) A firm means all the partners collectively: it is not
as distinct entity apart from its members. A company is a company
which is a distinct person apart from its members.
(2) The property of the firm is the property of all the
partners. The property of a company is not the property of its
members.
23
(3) All the partners are jointly and severally liable for all the
debts of a firm. Members of a company are not, as such, liable for
the debts of a company.
၌
(4) Members of a company are not its agents. Every
partner is an agent of the firm.
(5) A partner cannot ordinarily transfer his share so as
to make the transferee a partner. A member of a company can
ordinarily transfer his shares so as to make the transferee a member.
(6) The liability of partners in a firm is unlimited. The
liability of the members of a company is usually limited to the
24
extent of the amount unpaid on their shares or to the extent of their
guarantee.
(7) A partner cannot contract with his firm because it
is not a person. A member of a company can contract with the
company.
(8) Partners may make any agreement as they like and
vary their contract as and when they please. A company is bound by
its articles and memorandum which can be altered only to a limited
extend as provided by the Company Law.
25
(9) There is no such statutory provision for firms. A
company is bound by law to maintain proper books of account and
to have its accounts audited.
(10) A firm may be dissolved of any time by agreement.
A company can only be dissolved as laid down by law.
(11) A firm is dissolved on the death of a partner in the
absence of a contract. A company being a distinct person goes on
though its members may change.
(12) A firm cannot have more than twenty partners in
any case and not more than ten if the business is a banking
business. Except in the case of a private company there is no
restriction on the number of members in a company.
26
1.4 Mode of Determining the Existence of Partnership
(The Test of Partnership)
It is often a very difficult matter to determine, in the absence of a
definite partnership agreement, whether a partnership exists or not. In
determining whether a person is or not a partner of a firm, regard shall
be had to the real relation between the parties, as shown by all the
relevant facts taken together.
Section 6 of the Partnership Act also provides that, in determining
whether a group of persons is or is not a firm, or whether a person is or
is not a partner in a firm, regard shall be had to the real relation between
the parties, as shown by all relevant facts taken together.
27
11
Explanation;
The sharing of profits or of gross returns arising from property by
persons holding a joint or common interest in that property does not of
itself make such persons partners.
Example; Myanmar Buddhist husband and wife are co-owners of
the house but they are not partners. Although rent will be shared equally
between them, it is only the conferred by Myanmar Customary Law.
-
11 Real relationship
28
Explanation; The receipt by a person of a share of the profits of a
business, or of a payment contingent upon the earning of profits or
varying with the profits earned by a business, does not of itself make
him a partner with the persons carrying on the business, and in
particular, the receipt of such share or payment „
12
-
(a) by a lender of money to persons engaged or about to
engage in any business,
(b) by a servant or agent as remuneration,
12 share
29
(c) by the widow or child of a deceased partner as
annuity,
(d) by a previous owner or part owner of the business, as
consideration for the sale of the goodwill or share
thereof, does not of itself make the receiver a partner
with the person carrying on the business.
Therefore according to paragraph (a) "a person who has lent
money to persons engaged or about to engage in any business is not a
partner. He is just a moneylender.
30
In paragraph (b), it shows that an agent or servant is not a partner
although he takes the profits as remuneration. It was decided in the case
of"
1, it was stated that taking a "bonus" is
not sharing benefits of the business.
* ၅ ၌
13 ၅
၅
14
1
* ( ) ( )
( ) 13Foke Kyan Syndicate 14 Bonus
31
၅
-၅
Paragraph (c) was shown in the case of "Koo Gee Hoke and six
others vs. We Tin Shan and four others".2
2 1967. B.I.R (C.C) P.170
32
This case said that the widow of Wee Po Ee was not become a
partner but merely enjoyed the defined profit from the firm. She
enjoyed the share as the widow of deceased partner as annuity.
*
* ၅
33
According to paragraph (d), a previous owner of the business who
enjoyed the money from the sale of goodwill or share is not a partner in
existing business.
Therefore, in determining whether a person is or is not a partner in
a firm, the court must consider all the facts and circumstances of the
case and inductive approach to the provisions of Section 4, 5 and 6 of
the Partnership Act.
၅
34
၅
So, in determining whether a group of persons is or is not a firm,
or whether a person is or is not a partner in a firm, regard shall be had to
the real relation between partners, as shown by all relevant facts taken
together.
*
၅
၅
*
35
၅
-၅-
၅
၅
36
1.5 Different Kinds of Partnership
There are different kinds of partnership as follows:-
-
(1) Ordinary Partnership
15
(2) Partnership at - will
16
(3) Particular Partnership
17
15Ordinary Partnereship (or) Partneaship for a Fixed period. 16Partnerihip at will 17Particular Partuership
37
1.5.1 Ordinary Partnership ( )
The parties are at liberty to fix the duration of the partnership or
say nothing about it. Where the partners stipulate that they should carry
on business for a definite period of time, it is called a partnership for a
fixed term or ordinary partnership. When the fixed term is over, the
partnership comes to an end.
1.5.2 Partnership at „ will
( )
A partnership is deemed partnership-at-will when (i) no fixed has
been agreed upon the duration of the partnership and (ii) there is no
provision made as to the determination of the partnership in any other
way.
38
On the other hand, where no provision is made by contract
between the partnerships for the duration of their partnership or for the
determination of their partnership, it is called partnership-at-will.1
In the case of San Win vs. U Ba Nyunt2, it was decided about the
partnership at-will.
၅
“ ” partnership at-will”
1Section 7 of the Partnership Act. 2 U San Win vs. U Ba Nyunt , 1963. B.L.R (C.C) 644.
39
Therefore, a partner, in the case of partnership-at-will, can retire
from the firm dissolve it whenever he thinks proper by merely giving
notice in writing to other partners of his intention to that effect.
18
*
၅
1.5.3 Particular Partnership
A partnership may be described as a "Particular partnership" when
a person becomes a partner with another person in a particular
18Notice *
40
adventure or under taking or an isolated transaction or speculation or
course of trade voyage.
Therefore, a particular partnership means that, a person may
become a partner with another person in adventure of undertakings. 1
In the case of "Tan Soon Le vs. Yoe Tong Hoe"2 , it also was held
that a partnership relating to a particular venture can only be dissolved
after the venture has come to an end.
**
၌ aafi
1 Section 8 of the Partnership Act
2 1962. B.L.R. (C.C) 117. **
41
*
1.6 Property of the Partnership Firm
2
The property of the firm includes all properties, rights and interests
in property originally brought into the stock of the firm or acquired by
purchase of otherwise, by or for the firm, or for the purpose and in the
course of business of the firm, and also includes the goodwill of the
business.3
Thus, property of the firm includes:-
(a) Property originally brought into the partnership stock;
(b) Property acquired in the course of the partnership business;
(c) The goodwill of the firm
Section 14 of the Partnership Act is laid down that goodwill of a
business is to be regarded as the property of the firm.
**SauelmNadar Vs. Thangayya Nadar. A. I. R. (1942) Mad; 104 3 Section 14 of the Partnership Act
42
19 ]
Unless the contrary intention appears, property, and rights and
interests in property acquired with money belonging to the firm are
deemed to have acquired for the firm.
Subject to the contract between the partners, the property of the
firm shall be held and used by the partners exclusive for purposes of the
the business. 1
၌
19Goodwill 1 Section 15 of the Partnership Act
43
-
*
*
44
In settling the accounts of a firm after dissolution, the goodwill
shall, subject to contract between the partners, be included in the assets
and it may be sold either separately or along with other property of the
firm.4
20
21
၅၅ ]
*
4 Section 55 of the Partnership Act 20Trade Mark 21Assets of the firm *(21. C.W.N. 632)
45
1.7 Relationship of Partners
Relationship of partners will be considered as two parts. One is
relationship between Partners and relationship with third party.
1.7.1 Relationship of Partners to One Another
The relation of partners to one another is usually governed by the
articles of the partnership firm. If there is no written partnership
agreement, their relation will be governed by the course of dealing
among themselves.
The mutual rights and duties of the partners of a firm may be
determined by contract between the partners. Such a contract may be
expressed or may be implied by a course of dealings of the firm. The
contract may be varied by consent of all the partners. 2
2 Section 11 of the Partnership Act
46
22
23
]
Such contracts may provide that a partner shall not carry on any
business other than that of the firm while he is a partner.
]
1.7.2 Relationship of Partners to Third Parties
Every partner is the agent of the firm for the purposes of the
business of the firm. 3
22Expressedly 23Impliedly 3 Section 18 of the Partnership Act
47
If two or more persons agree to carry on a partnership business
and share its profits, each is a principal and each is an agent for the
other, and also each is bound by the other contract in carrying on the
business, as much as a single principal would be bound by the act of an
agent.
An admission or representation made by a partner concerning the
affairs of the firm is evidence against the firm, if it is made in the
ordinary course of business.
48
24
၌
-
This means that the principal of agency is the essence of the
partnership relation.A partnership is both as a principal and an agent.
25
Subject to the provisions of Section 22, the act of a partner which
is done to carry on, in the usual way, business of the kind carried on by
the firm, binds the firm.1
1.7.2.1 Implied Authority
26
24 Ordinary course of business 25 Principal and Agent 1Section 19 (1) of the Partnership Act.
49
The authority of a partner to bind the firm conferred by this
section is called his "implied authority".
"
In the absence of any usage or custom of trade to the contrary, the
implied authority of a partner does not empower him to:-
(a) submit a dispute relating to the business of the firm to arbitrate
(b) open a banking account on behalf of the firm in his own
name,
26 Implied Authority
50
(c) compromise or relinquish any claim or portion of a claim by the
firm,
(d) withdraw a suit or proceeding field on behalf of the firm,
(
(e) admit any libel/liabilities in a suit or proceeding against the
firm,
၅
(f) acquire immovable property on behalf of the firm,
(g) transfer immovable property belonging to the firm, or
(h) enter into partnership on behalf of the firm.2
The reason, why a partner is not entitled to do above acts in the
absence of agreement or custom, is that a dishonest partner may involve
the firm and his co-partners in liability if he is allowed to act alone.
2 Section 19 of the Partnership Act
51
-
52
27
*
**
28
27 Managing Partner *Hari Sanker Misra V. Rirm Rai Bahadur Bansilal Abiehand.
(1946: Nag. 301: A.I.R. 1946, Nag. P.266) ** 28Ostensible Authority.
53
*
**
၅ -
29
***
It is, however, open to the partners by means of an express
contract to extend or limit the implied authority but third parties will be
bound by such a limitation only when they have notice of such a
limitation. 1
*Bond V.Gibvson, 10. R.A 665 **Mathura Nath V. Sree Jukta Rageshwari.46, Cal. L.J. 352. 29 Title deeds *** Asan Kani V. Somasudaram. 31 Mad. 208 1 Section 20 of the Partnership Act
54
All the partners are jointly and severally liable on any contract
entered into by any of the partners.
၅ ၅
Where by the wrongful act of a partner acting in the ordinary
course of business or with authority of other partners, loss or injury is
caused to third party, the firm is liable therefore to as the same extent as
the contracting partner is. 2
၌
2 Section 26 of the Partnership Act
55
30 31 32
33 34
35
Where -
(a) a partner acting within his apparent authority receives money
or property from a third party and minapplies,or
(b) a firm in the course of its business receives money or
property from a third party, and the money or property is
misapplied by any of the partners while it is in the custody of
the firm,
the firm is liable to make good the loss.
30
Wrongful act 31 Omission 32 Third paty 33 Loss 34 Injury 35 Penalty
56
36
*
36 Misappropriation *
57
၅
*
*
58
It is, however, necessary that the obligation should have been
incurred in such a way as to bind the firm that is the partner should not
have contracted in his individual capacity but as a partner of the firm
and agent of the other partners and in the name of the firm. 3
Any admission or any representation made by any partner in the
course of the business will bind the firm and other partners. This is
again based on the principle that every partner is an agent of the other
partners.5
1.7.2.2 Partnership by Holding Out
37
3 Section 22 of the Partnership Act 5 Section 23 of the Partnership Act 37Holding Out.
59
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.
6
-
]
Thus, if "A" induces "B" to believe that he (A) is the partner of a
firm (AB) and "B" believing "A" to be a partner gives credit to the firm
6Section 25(1) of the Partnership Act
60
AB, "A" will be responsible to "B" for any loss suffered by him (B) and
cannot deny himself to be a partner of the firm although in fact he is not
a partner. This is known as partnership by holding out.
But, where after a partner's death the business is continued in the
name of the old firm, the continued use of that the 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 after his
death.1
]
1 Section 25(2) of the Partnership Act
61
The Doctrine of "Holding Out"38
Under Sec.28 of the partnership Act, the "doctrine of holding out"
is dealt with runs as follows:-
(1) That by words or conduct he represented himself to be
a partner or knowingly permitted himself to be
represented himself as a partner anyone.
*
(2) That the other person on the faith of the
representation gave credit to the firm.
38Holding Out. *Mollow Marsh & Co. V. Court of Wards. 1872. L.R. 4 P.C. Page. 435.
62
(3) Where after a partner's death the business is continued
in the name of the old firm, the continued use of the
decease partner's name as a part thereof shall not of
itself make his legal representative or his estate for any
act of the firm done after his death.
(3)
(4) Where a man holds himself out as a partner, or allows
other to do it, he is then properly by estoppels from
denying the character he has assumed and upon the
faith of which creditors may be presumed to have
acted. A man so acting may be rightly held liable as a
partner by estoppels.
၌
39
39Active Partner
63
*
Therefore, the doctrine of "holding out" is a part of estoppels, that
where one person by words or conduct includes another to believe him
and act upon the existence of a particular state of facts, he cannot
afterwards as regards that person deny the existence of such facts.
1.7.3 Minor Benefits to Partnership
Since a minor is not competent to enter into a contract, he cannot
become a partner in a firm. However, a minor can be admitted to the
benefits of an already existing partnership if all the partners agree to
admit him. As he is not a partner, the minor is not personally liable nor *
64
is his separate property, for the debts of the firm; but his share in the
partnership property and profits will be so liable.
A person who is a minor according to the law to which he is
subject may not be a partner in a firm. The following rights, liabilities
and disabilities may be stated when a minor can be admitted to the
benefits of firm.
Rights and duties of Minor
1.7.3.1 Rights
A person who is a minor according to the law to which he is
subject may not be a partner in a firm, but, with the consent of all
65
the partners for the time being, he may be admitted to the benefits
of partnership.
Such rights are-
(a) A mionr has a right to such share of the property and of the
profits of the firm as may be agreed upon and
-
(b) he may have access to and inspect and copy any of
the accounts of the firm.
66
(c) Such minor may not sue the partners of an account or
payment of his share of the property or prefits of the
firm save when severing his connection with the firm,
(d) Where such person desires to become a partner to
attaining majority, he has entitled to determind a
partner in the firm.
(e) Where such person does not desire to become a partner
after attaining majority, he shall give the public notice
that he has elected not to become a parter in the firm.
(f) Where such person becomes a partner his rights and
liabilities as a minor continue up to the date on which
he become a partner, but he also become personally
67
liable to third parties for all act of the firm done since
he was admitted to the benefits of partnership.
(g) his share in the property and benefits of the firm shall be
the share to which he was entitled as a minor.
(h) Where such person elects not to become a partner-
-
(1) his share shall not be liable for any acts of the firm
done after the date of the notice.
68
(2) he shall be entitled to sue the partners for his share
of the property and benefits.
1.7.3.2 Duties
(a) For act doing of the firm before the attaining majority, he shall
only be liable for the amount of his investment.
(b) Where such person becomes a partner his rights and liabilities
as a minor continue up to the date on which he become a partner,
but he also become personally jointly or severally liable to third
parties for all act of the firm done since he was admitted to the
benefits of partnership.
69
(c) At any time within six months of his attaining majority, a
minor shall be liable automatically as a partner if he does not give
public notice.
(d) If a minor act as to be a partner after attaing majority, he shall
be liable as a partner before public notice.
(e) Where a minor elects not to become a partner his rights and
liabilities shall continue to be those of a minor up to the date
on which he gives public notice.
70
(f) Where any person has been admitted as a minor to the benefits
of partnership in a firm, the burden of proving the fact that
such person no knowledge of such admission until a
particular date after the expiry of six months of his attaining
majority shall lie on the person asserting that fact.
1.8 Reconstitution of a Partnership Firm
The term "reconstitution of a firm" means the change takes place
in the constitution of a firm. These changes occur by the:-
(1) introduction of a new partner.
71
(2) retirement of partner.
(3) expulsion of a partner.
(4) insolvency of a partner.
(5) death of a partner.
(6) transfer of a partner's interest.
Subject to contract between the partner, where a change occurs in
the constitution of a firm, the mutual rights and duties of the partner in
the reconstituted firm remain the same as they were immediately before
the change ,as far as may be;
1
]
1.8.1 Introduction of a Partner
1 reconstituted firm
72
No person shall be introduced as a partner in a firm without the
consent of all the existing partners. The liability of the new partner
commences from the date when he is admitted as a partner unless
there is a contract providing otherwise.
]
1.8.2 Retirement of the Partner
A partner may retire:-
(a) with the consent of all the partners,
(b) in accordance with an express agreement by the
partners, or
(c) where the partnership is at will, by giving notice in
writing to all the other partners of his intention to
retire.
73
40
-
]
So a partner may, in a partnership as will, retire by without any
condition or by prescribeing with conditions or by giving the notice to
the other partner from a firm.
The retired partner continues to remain liable as partner to third
parties for all acts of the firm if done before retirement until public
notice is given of the retirement.
40 Voluntary Retirement
74
But a retired partner is not liable to any third party who deals with
the firm without knowing that he was a partner.
]
-
75
-
Section 72 of the Act lays down the mode of giving public notice.
In every case where a public notice is required by the Act, it must be
affected by publication in the Official Gazette and in at least one
vernacular newspaper circulating in the district where the firm to which
it relates has its place or principal place of business.
76
Notwithstanding the retirement of a partner from a firm, he and
partners continue to be liable as partners to third parties for any act done
by any of them which would have been an act of the firm if done before
the retirement, until public notice is given of the retirement:
]
72 (a) A public notice under this Act is given-
Where it relates to the retirement or expulsion of a partner from a
registered firm, or the dissolution of a registered firm, or to the election
to become or not to become a partner in a registeredfirm by a person
attaining majority who was admitted as a minor to the benefits of
partnership,by notice to the registrar of firms under section 63, and by
publication in the Gazette and in at least one vernacular newspaper
77
circulatingin the district where the firm to which it relates its place or
principal place of business.
-
(b)in any other case, by publication in the Gazette and in at least
one vernacular newspaper circulatingin the district where the firm
to which it relates its place or principal place of business.
78
Provided that a retired partner is not liable to any third party who
deals with the firm without knowing that he was a partner.
]
41
*
(4) Notices under sub-section (3) may be given by the retired
partner or by any partner of the reconstituted firm.
]
41 Sleeping Partner * Rams Sami V, Kadar Bibi, 9, Mad, 492
79
The rights of a retired partner are as follows-
An outgoing partner may carry on a business competing with
that of the firm and he may advertise such business, but,
subject to contract to the contrary, he may not
-
(a) use the firm name,
(b) represent himself as carrying on the business of
the firm, or
(c) solicit the custom of persons who were dealing with
the firm before he ceased to be a partner.
]
80
A partner may make an agreement with his partners
that on ceasing to be a partner he will not carry on any
business similar to that of the firm within a specified
period or within specified local limits: and,
notwithstanding anything contained in section 27 of
the Contract Act, such agreement shall be valid if the
restrictions imposedare reasonable.
42
]
Where any member of a firm has died or otherwise ceased to
be a partner, and the serviving or continuing partners carry on the
business of the firm with the property of the firm without any final
42 Reasnnable
81
settlement of accounts as between them and the outgoing partner
or his estate,then, in the absence of a contract to the contrary, the
outgoing partner or his estate is entitled at the option of himself or
his representatives to such share of the profitsmade since he
ceased to be a partner as may be attributable to the use of his share
of the property of the firm or to interest at the rate of six per cent,
per annum on the amout of his share in the property of the firm.
A continuing guarantee given to a firm, or to a third
party in respect of the transactions of a firm, is, in the
absence of agreement to the contrary, revoked as to future
82
transactions from the date of any change in constitution of
the firm.
၅
*
*
83
**
1.8.3 Expulsion of Partner
A partner can be expelled from a firm only under the
following circumstances:-
(a) the power to expel is conferred in the contract of
partnership.
(b) the power is exercised in good faith by the majority of
the partners,
(c) the expelled partner should have some intimation of
the cause of complaint and an opportunity of meeting
the case alleged against him. (Sec. 33)
၌
**Wzekiel Moses V. The Russia Engineering Works.Ltd. 1 Rangoon. 47
84
As expelled partner is liable for all debts contracted before his
expulsion and he continues to be liable for the debts of the firm
contracted after his expulsion till a public notice of his expulsion is
given.
၌
1.8.4 Insolvency of a Partner
43
Where a partner in a firm is adjudicated an insolvent he ceases to
be a partner on the date on which the order of adjudication is made.1
]
If a firm is not dissolved by such order of adjudication, the share
of the insolvent partner vests in the Official Assignee or Official
Receiver and the insolvent partner ceases to be liable for any debts of
the firm and the firm ceases to be bound by any act of such partner.
43insolveney 1 Section 34 of the Partnership Act
85
]
1.8.5 Death of a Partner
44
Ordinary the death of a partner has the effect of dissolving the
partnership as regards all the partners. However the partners may agree
that by the death of a partner the firm is not dissolved. Where a firm is
not so dissolved, the estate of a deceased partner is not liable for any act
of the firm done after his death.2
၅
Subject to contract between the partners, a firm is dissolved by the
dead of a partner.
44Death 2 Section 35 of the Partnership Act
86
]
Notwithstanding the dissolution of a firm, the partners continue to
be liable as such to third parties for any act done by any of them which
would have been an act of them if done before the dissolution, until
public notice is given of the dissolution:
၅
1.8.6 Transfer of a Partner's Interest
A partner may transfer his share to a third person, absolutely or by
way of security.
If the firm is dissolved or if the transferring partner ceases to be a
partner, the transferee is entitled as against removing partners to receive
the share of the assets of the firm to which the transferring partners is
87
entitled and for the purpose of ascertaining that share, to an account as
form the date of the dissolution. 3
1.9 Dissolution of a Firm (Partnership)
45
"Dissolution of the firm" means the cessation of jural relationship
amongst all the partners of a firm. 1
It differs from reconstitution in the following respects:-
(a) In the case of dissolution, the whole firm is dissolved;
whereas, there is no dissolution of the firm in the case
of a reconstitution.
3Section 29 of the Partnership Act 45Dissolution a firm 1 Section 39 of the Partnership Act
88
(2) In the case of dissolution, there is complete cessation
of jural relationship amongst all the partners; whereas
in the case of reconstitution, there is no such severance
of jural relationship among the partners in the
reconstituted firm and they carry on the business of the
firm.
1.9.1 Modes of Dissolution of a Firm
There are five different modes of the dissolution of a firm:-
၅
89
(a) dissolution by agreement,
(b) compulsory dissolution
(c) dissolution on the happening of certain contingencies,
(d) dissolution by notice of a partnership at will, and
46
(e) dissolution by court.
၅ 47
1.9.1.1 Dissolution by Agreement
A firm may be dissolved with the consent of all the partners or in
accordance with a contract between the partners. (Section 40)
1.9.1.2 Compulsory Dissolution
(1) by the adjudication of all the partners or of all the partners
but one as insolvent, or
46Notice 47By Order of the Court
90
(ii) by the happening of any event which makes it unlawful for
the business of the firm to be carried on or for the partners to
carry it on in the partnership.
But where more than one separate adventure or undertaking is
carried on by the firm, the illegality of one or more shall not itself cause
the dissolution of the firm in respect of its lawful adventures and
undertakings (Section 41)
1.9.1.3 On the Happening of Certain Contingencies
Subject to contract between the partners a firm is dissolved:-
91
-
(i) if constituted for a fixed term, by the expiry of the
term,
(ii) if constituted to carry out one or more adventures or
undertakings, by the completion thereof;
*
(iii) by the death of a partner;
**
(iv) by the adjudication of a partner as an insolvent.
(Section 42)
1.9.1.4 By Notice of a Partnership At will
48
(i) where a partnership is at will, the firm may be dissolved by
any partner giving notice in writing to all the other partners of his
intention to dissolve the firm. * - **T.P.Ma Mooty V.Ma Thein Hlaing (a) Ma Asara, 1969. B.L.R. P. 80 48Notice
92
(ii) The firm is dissolved as from the date mentioned in the
notice as the date of dissolution or, if no date is so mentioned, as
from the date of the communication of the notice. (Section 43)
*
49
* Robertson V.Lockie (1846) 15 sim-285. 49Plaint
93
**
1.9.1.5 By the Court
(၅) 50
At the suit of a partner, the Court may dissolve a firm on any of
the following grounds, namely:-
(i) that a partner has become of unsound mind,
51
52
(ii) that a partner, other than the partner suing ,has become in any way
permanently incapable of performing his duties as partner.
** Sathapara V.Subrmanian. 1927.53 Mad. L.J. 245, 101.1.C. 17 50By Order of the Court 51Insanity 52Next Friend
94
53
(iii) that a partner other than the partner suing is guilty of conduct
which is likely to affect prejudicially the carrying on of the
business, regard being had to the nature of the business;
54
(iv) that the partner other than the partner suing willfully or
persistently commits breach of agreement relating to the
management of the affairs of the firm or the conduct of its
business or otherwise so ducts himself in matters relation to the
business that it is not reasonably practicable for the other
partners to carry on the business in partnership with him;
53Incapacity 54Misconduct
95
(v) that a partner other than the partner suing has in any way
transferred the whole of his interest in the firm to a third party
or has allowed his share to be changed sold by the Court;
၅
(vi) that the business of the firm cannot be carried on save at a loss;
or
(iv) that court is satisfied that the firm should be dissolved on any
other just and equitable ground. (Section 44)
55
1.9.2 Division of Profits and Losses upon Dissolution
The partnership agreement may provide for the settlement of
accounts between the partners upon dissolution. In the absence of such 55just and equitable
96
agreement, the following rules laid down by Section 48 of the
Partnership Act must be observed.
(1) Losses, including deficiencies of capital, shall be paid out of
profits, next out of capital and lastly, if necessary, by the partners
individually in the proportions in which they were entitled to
share profits. (Sec. 48(a))
) 56 57
(2) The assets of the firm, including any sums contributed by
the partners to make up deficiencies of capital shall be applied in
the following order:
56Deficiencies of Capital 57Losses
97
)
(i) In paying the debts of the firm to third parties;
(ii) In paying to each partner ratably what is due to him
from the firm for advances as distinguished from
capital;
58
(iii) In paying to each partner ratably what is due to him on
account of capital;
59
58Advances 59Ratio
98
(iv) The residue, if any, shall be divided among the
partners in the proportions in which they were entitled
to share profits. (Sec 48 (b))
(3) When there are joint debts due from the firm and also
separate debts due from any partners, the property of the firm
shall be applied in the first instance in payment of the debts of the
firm and, if there is any surplus, then the share of each partner
shall be separate property of any partner shall be applied first in
the payment of his separates, and the surplus, if any, in the
payment of the debts of the firm. (Sec. 49)
၌
There we see that when the partnership assets are not sufficient to
pay of the joint debts of the firm the creditors of the firm can have
received from the partner's separate property only after his separate
99
creditors have been paid. A partner is not entitled to assist of the firm
before proceeding against the partners individually. In order to
discharge the joint debts of the firm after its dissolution each partner has
assisted jointly if surplus is remained.
၌
၌
1.9.3 Sale of Goodwill after Dissolution
The term "goodwill" is not defined in the Act expressly. Goodwill
is properly a commercial term, which is very easy to describe but very
difficult to define.
It is a commercial term signifying the value of the business in the
hands of a successor. It is something more than the mere chance or
probability of old customers maintaining their connection thought this is
a material part of the practical fruits. It may be summed up as "the
whole advantage, whatever it may be, of the reputation and connection
of the firm. In valuing the goodwill the Court should set such a value
upon it as existing on the day of the dissolution.
100
Goodwill shall be included in the assets subject to contract
between the partners and may be sold either separately or along with
other properties of the firm settling the accounts of the firm.1
၅၅ ]
Where the goodwill of a firm is sold after dissolution, a partner
may carry on a business competing with that of the buyer and he may
advertise such business.
but subject to agreement between him and the buyer he may not-
(a) use the firm name;
(b) represent himself as carrying on the business of the firm, or
1 Section 55(1) of the Partnership Act
101
(c ) solicit the custom of persons who were dealing with the firm before
its dissolution. (Sec. 55 (2))
However, any partner may, upon the sale of goodwill of a firm,
make an agreement with the buyer that such partner will not carry on
any business similar to that of the firm within a specified period or
within specified local limits. Such an agreement shall be valid if the
restrictions imposed are reasonable, notwithstanding that the agreement
may amount to restraint of trade under Section 27 of the Contract Act.1
၅၅ ]
Therefore, what goodwill means must depend on the character and
nature of the business to which it is attached: it is composed of a variety
of elements and is bound to differ in its composition in different trades
1 Section 55(3) of the Partnership Act
102
and in different businesses in the same trade. One element may
preponderate in one business and another in another business.
Section 14 of the Partnership Act is laid down specially that
goodwill of a business is, subject to contract between the parties, to be
regarded as property of the firm. It may be sold either separately or
along with other property of the firm.
1.9.3.1 Rights of Buyer and Seller of Goodwill
The goodwill of the business of a firm forms part of the
property of the firm2 and therefore subsection (1) of the Section 55 is
laid down that subject to contract between the partners, in settling the
accounts of a firm after dissolution, the goodwill shall be included into
the assets of the firm, and if may be sold either separately or along with
other property of the firm. Where the goodwill of a firm is sold after
dissolution;
60
61
2Section 14 of the Partnership Act
60Trade Mark 61Assets of the firm
103
၅၅ ]
*
Rights of seller are as follows:-
(1) a partner may carry on a business competing with that
of the buyer, and
(2) he may also advertise such business, but the seller (i)
must not use the firm name; (ii) must not represent
himself as carrying on the business of the firm, and (iii)
must not solicit the customers of the old firm.
*(21. C.W.N. 632)
104
Rights of the buyer are as follows:-
(i)He can use the firm name;
(ii) He can claim the benefit of any convenient by a
partner not to carry on a competing business;
(iii) He can trade as his vendor's successor.
1.10 Registration of a Firm
The Partnership Act has made no registration of firms compulsory
of it has imposed any penalties for non-registration. It has only imposed
certain disabilities on unregistered firms: but disabilities are such that a
trading firm is obliged to get itself registered sooner or later.
105
On the other hand non-registered firms are legal associations as
registration of the firm is not compulsory under the Partnership Act. But
non-registration of partnership gives rise to a number of disabilities
which have a persuasive pressure for its registration.
၌
In Myanmar Naing-Ngan, under the Section 56 of Partnership
Act, the President of the Union may, by notification in the Gazette,
direct that the provisions of Chapter VII, (Myanmar Gazette, 1956, Part
I, Page 723), shall not apply to the Union of Myanmar, except the towns
of Yangon, Mandalay, Mawlamyaing, Kyaukphyu, Pathein and Dawae;
if the partnership firms are established in these areas, they shall be
needed registration. Therefore, the firms established in Myanmar
Naing-Ngan do not need to be registered, except the above six towns
specified in notification.
106
၅
၅
*
*
107
၅
62
၅
62Conclusive Evidence
108
၅
*
၅
* ( ) ( )
( ) ( )
109
**
1.10.1 Application for Registration
Section 58 (1)The registration of a firm may be affected at any time by
sending by post or delivering to the Registrar of the area in which any
place of business of the firm is situated or proposed to be situated, a
statement in the prescribed form and accompanied by the prescribed
fee, stating:
၅
**K. Ghellabhai & Co. V, Churial & Harakchan Co. & another, 1941. R.L.R. 219
110
(a) the firm name,
(b) the place or principal place of business of the
firm,
(c) the names of any other places where the firm
carries on business,
(d) the date when each partner joined the firm,
(e) the names in full and permanent address of the
partners. and
(F) the duration of the firm.1
The statement shall be signed by all the partners or by their agents
specially authorized in this behalf. 2
1 Section 58 of the Partnership Act 2 Section 59 of the Partnership Act
111
(2) Each person singing the statement shall also verify it in the
manner prescribed.
(3) Afirm name shall not contain any of the following words,
namely:
"Crown" "Emperor" "Empress" "Empire" "Imperial" "King"
"Queen" "Royal" "President" "Union" or words expressing or
implying the section, approval or patronage of the Government of
the Union of Myanmar, except when the President of the Union
signifies his consent to the use of such words as part of the firm
name by order in writing.
112
Section 59 When the Registrar is satisfied that the provisions of
section 58 have been duly complied with, he shall record an entry of the
statement in a register called the register of firms, and shall file the
statement.
၅
၅
When an alteration is made in the firm name of in the location of
the prinaipal place of business of a registered firm, a statement may be
113
sent to the Registrar accompanied by the prescribed fee, specifying the
alteration, and signed and verified in the manner required under section
58.
၌
1.10.2 Effect of Registration
Any statement, intimation or notice recorded or noted in the
register of firms shall, as against any person by whom or on whose
behalf such statement, intimation or notice was signed, be the
conclusive proof of any fact therein stated.3
၌
A certified copy of an entry relating to a firm in the Register of
Firms may be produced in proof of the fact of registration of such firm,
3 Section 68 (1) of the Partnership Act
114
and of the contents of any statement, intimation or notice recorded or
noted therein. 4
Section 70 of the Act imposes a penalty of fine and imprisonment
for furnishing false or incomplete particulars in any statement or
document sent to the Registrar. Thus when once a firm is registered the
Register of Firms will continue to contain a complete, correct and up-to-
date list of all partners who will be liable for the debts of the firm, and
the statements recorded in the Register would afford a strong protection
against false denials of partnership and the evasion of liability to
persons who propose to deal with the firm.
4 Section 68 (2) Ibid
115
Therefore, a partner of registered firm has the right to sue between
them which were decided in the case of 1 as
follows:-
*
1 1967. B.L.R (C.C) 383
*
116
၅
63
၅
63Conclusive Evidence
117
၅
So, the effect of registration of the firm according to the Act is so
great. The registration of a firm may be affected at any time by sending
by post or delivering to the Registrar of the area in which any place of
business of the firm is situated, a statement in the prescribed form. And
a partner of registered firm has the right to sue between the other
partners of the firm in according to mention above.
1.10.3 Effects of Non-registration
118
As already stated registration of firm is not made
compulsory under Section 69 of this Act, but if a firm carries on
business without it being registered, the non-registration creates the
following disabilities:
၌
(1) No suit to enforce a right arising from a contract or
conferred by this Act shall be instituted in any court by or on
behalf of any person suing as a partner in a firm against the
firm or any person alleged to be or to have been a partner in
the firm unless the firm is registered and the person suing is
or has been shown in the register of the firm as a partner in
the firm. (Sec. 69 (1))
119
(2) No suit to enforce a right arising from a contract shall be
instituted in any Court by or on behalf of a firm against any
third party unless the firm is registered and the persons suing
are or have been shown in the register of firms as partners in
the firm. (Sec. 69 (2))
120
(3) The Provisions of Sub-section (1) and (2) shall apply also
to a claim of setoff or other proceeding to enforce a right
arising from a contract, but shall not affect ;
(a)the enforcement of any right to sue for dissolution of a
firm or for accounts of a dissolved firm, or any right or
power to realize the property of a dissolved firm,or
(b) the powers of the assignee, receiver or Court under
the Yangon Insolvency Act or the Myanmars Insolvency
Act to realize the property of an insolvent partner.
121
hair in
sarulla *
64 65
၌
Therefore, in the case of
1, it was also decided the
effects of non-registration as follows:-
*
*Khair Diu v. Absarulla. 1963. B.L.R. (C.C) 12 64Promssory Note 65Third Party 1 1966 B.L.R. (C.C) 598
*
၅
122
၅
So, a partner of an unregistered firm cannot sue except the
provisions of Section 69 (3) of the Partnership Act.
However, this section shall not apply-
(a) to the firms or the partners in firms which have no place of
business in the Union of Myanmar, or whose places of business in
the Union of Myanmar are situated in areas to which by
notification of under Section 56, this chapter does not apply, or
123
၅
(Section 69(4-1))
124
Key Terms
Partnership „
Partners -
firm-
firm name -
rdinary Partnership -
Partnership at-will
Particular Partnership -
implied authority -
oint-de tors -
oint- creditors -
Partnership stoc -
reconstitution of a firm -
nsolvency -
Liabilities -
Disabilities -
Retirement -
Expulsion -
Remuneration -
Dissolution -
125
Compulsory issolution -
oodwill -
126
Assignnemt Questions
1. Define the term “Partnership”.
2. What are the essential elements of Partnership? Discuss briefly on
each of them.
3. Distinguish between a firm and a company.
4. "Partnership does not arise from status but comes up from
contract." Discuss.
5. Distinguish between Partnership and Joint Hindu Family.
6. What do you mean by the term "Property of the Firm"?
7. How will you determine whether a person is or is not a partner in
a firm?
8. Explain what property includes in the "property of the firm."
9. Write short notes in the following:-
(1) Ordinary Partnership
(2) Partnership at-will
(3) Particular Partnership
10. State the law relating to "holding-out" under the Partnership Act.
11. What is the legal effect when a minor is held out as a partner?
Explain.
12. State the rights, liabilities and disabilities of a minor in firm.
13. Discuss the liabilities of a partner to third parties.
127
14. What do you mean by "reconstitution of a Firm? State the rights
and liabilities of an incoming partner.
15. What do you mean by "Dissolution of a Firm"? Answer.
16. State the circumstances under which a firm is compulsory
dissolved.
17. What are the different modes in which a firm may be dissolved?
State in brief.
18. What circumstances under which and how may the court dissolve
a partnership of the suit of a partner?
19. When can partnership be dissolved by the court?
20. State briefly the rights and obligations of a partner after
dissolution.
21. Explain the mode of settling of accounts between partners
regarding losses of the firm.
22. State the rights of a buyer and seller of the goodwill of a firm after
dissolution.
23. State briefly what ways a Partnership can be dissolved.
24. State briefly the effect of non-registration of a firm under the
Partnership Act.
25. Explain the effect of non-registration of a partnership firm.
26. State the law relating to registration of a firm.
128
27. Can a Partnership business be conducted without registration?
State the effect of non-registration of a Firm.
129
Short questions
1.How many essential elements of Partnership are there ?
2. What are the different kinds of Partnership?
3. When can the changes occur in a firm ?
4. What circumstances occur for the reconstitution of a firm ?
5. Are there different modes of the dissolution of a firm ?
6. What is Myanmar Company ?
7. Do you have many kinds of companies ? What are they ?
8. What is Memorandum of Association under Myanmar
Companies Act ?
9. State what facts must be included in memorandum of
association of a company limited by shares ?
10. What is Article of Association under Myanmar Companies
Act ?
11. Define the term “ Stockholder”.
12. What is meaning of “Stock Exchange” ?
13. State what facts must be included in memorandum of
association of a company limited by guarantee ?
14. How many types of shares are there ?
15. What kinds of debentures are there ?
16. Define the commercial term “Promoter”.
17. State the qualifications of “Director” under the Myanmar
Companies Act.
20. Who is a liquidator and when may the liquidator be
appointed in a company ?
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