It is a relationship which subsists between two or more persons carrying on business in common with a view to profit and is essentially a relationship that results from a contract. The Law of Partnership in Sri Lanka is the English Law subject to certain provisions contained in the Partnership Ordinance.  In terms of the Prevention of Frauds Ordinance any agreement for establishing a Partnership should be in writing if the capital of the partnership exceeds Rs.1,000/-. A Partnership stands dissolved on the death of a Partner unless provided otherwise by a written partnership agreement.  In any action to be instituted in a court of law each and every partner should join as plaintiff in his personal name and should be personally sued. Similarly in the case of actions against a partnership each partner should be made a defendant.  Partners are jointly and severally liable in torts but in the case of contracts their liability is only several unless otherwise agreed to. A Partner is regarded as Agent for the other Partners in most of the matters. [For example, please see sec. 64 of the Civil Procedure Code.]

The subject of registration of business names has devolved on the Provincial Councils in terms of the 13th amendment to the Constitution. Provincial Councils can enact their own statutes on this subject and the Western Provincial Council has incorporated the provisions of the entire Business Names Ordinance, (except Section 17) in the Western Provincial Council Statute No.4 of 1990. This Statute also made it mandatory for re-registration of all previous registrations in the Western Province before the 30th June 1991. Most of the other Provincial Councils have also enacted similar statutes. Registrations under the Business Names Statutes by persons who are not citizens of Sri Lanka are subject to the prohibitions contained in Section 2 (1) (b) of the Companies (Special Provisions) Law No.19 of 1974. Persons who are not citizens of Sri Lanka are not eligible to be registered. Only partnerships, all the partners of which are citizens of Sri Lanka and individual proprietorships, the proprietors of which are citizens of Sri Lanka, are exempt from the application of this law in terms of a direction of exemption issued under Section 3 (1) and published in the Gazette Extra-Ordinary No.142/9 of 18.9.1974.

Every firm or person required to register must deliver to the Registrar of the Province In which the business is situated, a statement in writing giving the particulars required in the prescribed application form (RBN 1 or 2) together with Rs.500/- within 14 days after the commencement of the business. The Statement must be signed by the persons registering and in the case of a firm if the statement is not signed by all partners, then it must be verified by affidavit made by at least one signatory.  When any change is made or occurs in any of the registered particulars such particulars of change must be delivered by the firm or person in the prescribed form (RBN 4) to the Registrar of the Province in which the business is registered, within 14 days of the change together with the prescribed fee of Rs.250/-. More than one change may be notified together provided all those occur within 14 days before notification. 

Every registered firm or individual or if the individual is dead his personal representative must deliver to the Registrar a notice in the prescribed form (RBN 8) within 3 months of cessation of business. No fee is payable on this notice.

In the event of any default by any firm or Person In furnishing a statement of particulars or of any change reasonable excuse, within the time specified, every Partner of such firm or the Person in default is liable on summary conviction to a fine up to Rs.2500/- for every day during which the default continues.  The Register may, however, Compound the offence instead of instituting court proceedings. A defaulter is also precluded by Section 9 of the ordinance from enforcing any rights either in the Business Name or otherwise, under or arising out of any contract in relation to the business, made or entered into by or on his behalf at anytime while ho in default. Failure to keep the certificate of registration exhibited in a conspicuous position at the principal place of business is an offence punishable On summary conviction with a fine up to Rs.300/- in terms of Section 12. Section 15 (3) makes it an offence to continue the use of a misleading name which has been refused or removed by the Registrar and such offender is liable to pay a penalty of Rs.100/- for every day during which the offence is continued.