合伙企业法英文版

Law of the People's Republic of China on Partnerships

Order of the People’s Republic of China No.55

The Law of the People’s Republic of China on Partnerships, amended and adopted at the 23rd Meeting of the Standing Committee of the Tenth National People’s Congress of the People’s Republic of China on August 27, 2006, is hereby promulgated and shall go into effect as of June 1, 2007.

Hu Jintao

President of the People’s Republic of China

August 27, 2006

Law of the People’s Republic of China on Partnerships

(Adopted at the 24th Meeting of the Standing Committee of the Eighth National People’s Congress on February 23, 1997 and amended at the 23rd Meeting of the Standing Committee of the Tent h National People’s Congress on August 27, 2006)

Contents

Chapter I General Provisions

Chapter II General Partnerships

Section 1 Establishment of a Partnership

Section 2 Property of a Partnership

Section 3 Management of Partnership Affairs

Section 4 Relationship of a Partnership to a Third Party

Section 5 Entering into and Retiring from a Partnership

Section 6 Specialized General Partnerships

Chapter III Limited Liability Partnerships

Chapter IV Dissolution and Liquidation of a Partnership

Chapter V Legal Liability

Chapter VI Supplementary Provisions

合伙企业法英文版

Chapter I

General Provisions

Article 1 This Law is enacted in order to regulate the behavior of partnerships, to protect the lawful rights and interests of partnerships and the partners and creditors therein, to maintain social and economic order, and to promote the development of the socialist market economy.

Article 2 For the purposes of this Law, “partnerships” refer to both general partnerships and limited liability partnerships, both of which are established according to this Law by natural persons, legal persons or other organizations within the territory of China.

A general partnership is composed of general partners who bear unlimited joint and several liability for the debts of the partnership. Where there are special provisions in this Law on the forms of liability borne by general partners, those provisions shall prevail.

A limited liability partnership is composed of general partners and limited partners, with the former bearing unlimited joint and several liability for the debts of the partnership and the latter bearing liability for such debts respectively within the limits of the capital contributions subscribed for.

Article 3 A wholly State-owned company, a State-owned enterprise, a listed company, or a public welfare undertaking or public organization shall not become a general partner.

Article 4 A partnership agreement shall be lawfully concluded, in written form, on the basis of agreement reached by all the partners through consultation.

Article 5 The principles of free will, equality, fairness and good faith shall be observed in concluding a partnership agreement and establishing a partnership.

Article 6 The partners of a partnership shall, according to the tax regulations of the State, respecti vely pay taxes on the partnership’s incomes derived from production, business operation and other sources.

Article 7 A partnership and its partners shall abide by laws and administrative regulations, observe social and business ethics and shoulder social responsibility.

Article 8 The lawful property and rights and interests of a partnership and the partners therein shall be protected by law.

Article 9 For the application for establishment of a partnership, such documents as a written application for registration, a partnership agreement and the identity papers of the partners shall be submitted to the enterprise registration authority.

合伙企业法英文版

Where within the business scope of a partnership there is any item for which approval is required prior to registration of the partnership, as provided for by laws or administrative regulations, such approval shall be obtained according to law and the approval document shall be submitted when applying for registration.

Article 10 Where the application materials submitted for registration by an applicant are complete and conform to the statutory form, the enterprise registration authority shall, if it can, grant the registration on the spot and issue a business license.

In the absence of what is prescribed in the preceding paragraph, the enterprise registration authority shall, within 20 days from the date it receives an application for registration, decide whether or not to grant registration. If it decides to grant registration, it shall issue a business license; otherwise, it shall give a written reply and state the reasons.

Article 11 The date of issuance of the business license to a partnership shall be the date of establishment of the partnership.

Before a partnership obtains the business license, no partner therein shall engage in any partnership activities in the name of the partnership.

Article 12 Where a partnership intends to set up a branch, it shall apply for registration to the enterprise registration authority at the place where the branch is to be located, in order to obtain a business license.

Article 13 Where a registered item of a partnership needs to be altered, the managing partner shall, within 15 days from the date a decision on alteration is made or the cause for alteration arises, apply to the enterprise registration authority for registration of alteration.

Chapter II

General Partnerships

Section 1 Establishment of a Partnership

Article 14 For establishment of a partnership, the following conditions shall be met:

(1) having two or more partners. If a partner is a natural person, he shall …… 此处隐藏：36086字，全部文档内容请下载后查看。喜欢就下载吧 ……