PA 1890 s. 28

Section 28 Partnership Act 1890: a partner's right to true accounts and full information

Section 28 PA 1890: partners must render true accounts and full information of all things affecting the partnership to any partner or their legal representatives.

Official text PA 1890 s. 28 — United Kingdom

Partners are bound to render true accounts and full information of all things affecting the partnership to any partner or his legal representatives.

Text in force at .

Source: legislation.gov.uk — The National Archives (legislation.gov.uk), reproduced under licence Open Government Licence v3.0.

Read this provision at the official source →

What it actually says

Section 28 is one sentence: "Partners are bound to render true accounts and full information of all things affecting the partnership to any partner or his legal representatives." It is the most-used provision in the Act when a partnership goes wrong, because almost every dispute begins with one partner being kept in the dark.

Three features make it strong. The duty is positive - to render, not merely to permit inspection, so a partner cannot discharge it by leaving the books somewhere and saying nothing. The subject matter is "all things affecting the partnership", not only the accounts: contracts, correspondence, opportunities, the existence of a competing venture. And it extends to a partner's legal representatives, so the executors of a deceased partner can require the same information the partner could have required.

It sits alongside two other duties in the same group. Section 29 requires a partner to account to the firm for any benefit derived without the others' consent from a transaction concerning the partnership or from any use of partnership property, name or business connection. Section 30 requires a partner who competes with the firm to account for the profits. Together these are the fiduciary core of partnership: partners deal with each other on the footing of complete disclosure, and the remedy for breach is normally an account rather than damages. The record-keeping counterpart is in section 24, rule 9, which puts the partnership books at the place of business and gives every partner the right to inspect and copy them.

When it applies

  • A partner who has been running the accounts and will not show them to the others.
  • The executors of a deceased partner trying to establish what the share was worth.
  • A partner who discovers a contract or a bank account they were never told about.
  • A partner suspecting money has been drawn out for personal use.
  • A partner asking for information ahead of negotiating an exit.

What this section does not say

  • It is not limited to accounting records. The duty is to render full information of all things affecting the partnership.
  • It is not a right to information about the other partners' private affairs, only about things affecting the partnership.
  • It does not by itself value a share or settle the accounts. That is what sections 42, 43 and 44 do on dissolution.
  • It does not give outsiders any right to information. The duty is owed to partners and their legal representatives.
  • It is not the remedy for misuse of partnership property or a competing business, which are sections 29 and 30.

Worked examples

Invented situations, written to show how the wording bites. They are not real cases, not judgments and not precedent, and nothing here predicts what would happen in yours.

Illustrative example

One partner has run the bookkeeping for two years. Every request for the figures is met with a new reason why they are not available - the accountant has them, the software is being changed, the year is not closed.

How the wording applies

The duty is positive: partners are bound to render true accounts and full information, so leaving the books somewhere and saying nothing does not discharge it. The subject matter is 'all things affecting the partnership', which is wider than the accounting records and covers contracts, correspondence and opportunities. The fact that makes the excuses ineffective is that the obligation is owed to each partner and is not conditional on the year being closed or the accountant being ready.

How the parties settled it

They agree a date within thirty days for handing over bank statements, the sales ledger and the accounting file, and that both partners have direct login access to the bank and the software from then on.

Illustrative example

A partner dies and the executors are trying to establish what the share was worth. The surviving partner says the estate is not a partner and has no right to the records.

How the wording applies

The duty runs to 'any partner or his legal representatives', which is precisely what the executors are - so they can require the same information the deceased partner could have required. The fact that has to be kept apart is what the information is for: section 28 gets the material, while valuing and settling the share on dissolution is done under sections 42, 43 and 44.

How the parties settled it

The surviving partner supplies three years of accounts and the current management figures to the executors within a month, and both sides instruct a single valuer to fix the share.

Related sections

PA 1890 s. 24 Equal profits split, no salary rules: PA 1890 s. 24 PA 1890 s. 29 Partners' private profits accountability — PA 1890 s. 29 PA 1890 s. 30 Competing Partner Must Pay Profits to Firm: PA 1890 s. 30 PA 1890 s. 44 Creditors, advances, capital: order under PA 1890 s. 44

That's the law. Now let's settle your problem.

Say what is happening. A neutral mediator hears your side and the other party's, and walks you both to a written agreement. In the advanced settings you can ask for the decision to be reasoned on the Acts of Parliament that apply in England and Wales.

This is with

Or open a session directly and invite the other party.

We copy this text from the official publisher and re-check it against that source on every page load, but we cannot guarantee it is complete, current or free of error, and we accept no liability for any reliance on it. An amendment can take effect before a consolidation catches up. The publisher's own copy is linked below; where the two differ, it is the official one that counts.

This page reproduces the text of PA 1890 s. 28 in force at the date shown and explains it in general terms. It is not legal advice and takes no account of the circumstances of your case, which can change the answer completely. For a live dispute, for limitation periods, and before taking any step in court, consult a qualified lawyer in England and Wales.

← All UK legislation pages