Partnership Enterprise Law of the People's Republic of China (Revised in 2006)

Partnership Enterprise Law of the People's Republic of China (Revised in 2006)

Order of the President of the People's Republic of China [2006] No. 55

August 27, 2006

The Partnership Enterprise Law of the People's Republic of China was adopted at the 23rd Session of the Standing Committee of the 10th National People's Congress on August 27, 2006. The Partnership Enterprise Law of the People's Republic of China, as amended, is hereby issued for implementation as of June 1, 2007.

President of the People's Republic of China:Hu Jintao

Attachment: Partnership Enterprise Law of the People's Republic of China

(Adopted at the 24th Session of the Standing Committee of the Standing Committee of the 8th National People's Congress on February 23, 1997 and amended at the 23rd Session of the Standing Committee of the 10th National People's Congress on August 27, 2006)

Contents
Chapter 1 General Provisions
Chapter 2 General Partnership Enterprises
Section 1 Establishment of Partnership Enterprises
Section 2 Property of Partnership Enterprises
Section 3 Execution of Partnership Affairs
Section 4 Relationship Between the Partnership Enterprise and a Third Person
Section 5 Admission to and Withdrawal from the Partnership
Section 6 Special General Partnership Enterprise
Chapter 3 Limited Partnership Enterprise
Chapter 4 Dissolution and Liquidation of Partnership Enterprises
Chapter 5 Legal Responsibilities
Chapter 6 Supplementary Provisions

Chapter 1 General Provisions

Article 1 This Law is formulated for the purposes of regulating the conduct of partnership enterprises, protecting the lawful rights and interests of the partnership enterprises and their partners, safeguarding the social and economic order, and facilitating the development of socialist market economy.

Article 2 The partnership enterprise herein means a general partnership enterprise or a limited partnership enterprise established by natural persons, legal persons and other organizations within China pursuant to this Law.
A general partnership enterprise consists of general partners, who are jointly and severally liable for the debts of the partnership enterprise. And in case this Law has specifically provided for the form by which the general partners undertake the liabilities, such provisions shall apply.
A limited partnership enterprise consists of both general partners and limited partners, whereby the former are jointly and severally liable for the debts of the partnership enterprise and the latter are liable for the debts of the partnership enterprise only to the extent of their respective capital contribution.

Article 84 When changing to a limited partner, a general partner shall be jointly and severally liable to all the debts incurred by the partnership enterprise during its/his/her being a general partner thereof.

Chapter 4 Dissolution and Liquidation of Partnership Enterprises

Article 85 The partnership enterprise shall be dissolved in any of the following circumstances:
1.
　　......