中华人民共和国合伙企业法 LAW OF THE PEOPLES REPUBLIC OF CHINA ON PARTNERSHIP ENTERPRISES

（Adopted at the 24th Meeting of the Standing Committee of the Eighth National People's Congress on February 23， 1997 and promulgated by Order No. 82 of the President of the People's Republic of China on February 23， 1997）
颁布日期：19970223 　实施日期：19970801 　颁布单位：全国人大常委会

　　Contents

　　Chapter I General Provisions

　　Chapter II Establishment of Partnership Enterprises

　　Chapter III Partnership Enterprises' Property

　　Chapter IV Execution of Partnership Enterprise Affairs

　　Chapter V Relations of Partnership Enterprises to Third Parties

　　Chapter VI Entering into and Withdrawing from Partnerships

　　Chapter VII Disbandment and Liquidation of Partnership Enterprises

　　Chapter VIII Legal Liability

　　Chapter IX Supplementary Provisions

　　Chapter I General Provisions

　　Article 1 This Law is formulated with a view of standardizing partnership enterprises' activities， protecting the legitimate rights and interests of partnership enterprises and their partners， maintaining the social and economic order， and promoting the development of the socialist market economy.

　　Article 2 “Partnership enterprise” mentioned in this Law refers to a profit-making organization established within the territory of China according to this Law with their partners associated under a partnership agreement， each making capital contributions， carrying out business operations， distributing profits， undertaking risks and bearing unlimited and joint liability for the partnership enterprise's debts.

　　Article 3 A partnership agreement shall be in written form after consultation and agreement among all the partners according to law.

　　Article 4 In concluding a partnership agreement and establishing a partnership enterprise， the parties shall follow the principles of voluntariness， equality， fairness， honesty and credibility.

　　Article 5 Partnership enterprises shall not use words such as “limited” or “limited liability” in their names.

　　Article 6 In engaging in business activities， partnership enterprises must observe laws and administrative regulations and abide by professional ethics.

　　Article 7 Property， legitimate rights and interests of partnership enterprises and their partners shall be protected bylaw.

　　Chapter II Establishment of Partnership Enterprises

　　Article 8 The following conditions shall be fulfilled for the establishment of a partnership enterprise：

　　（1） two or more partners each of which to bear unlimited liability according to law；

　　（2） a written partnership agreement；

　　（3） capital contributions actually made by each of partners；

　　（4） the name of the partnership enterprise； and

　　（5） the place of business and conditions necessary for partnership operations.

　　Article 9 A partner shall be a person with full capacity for civil conduct.

　　Article 10 Those prohibited by laws or administrative regulations from engaging in profit-making activities shall not be partners of a partnership enterprise.

　　Article 11 A partner may make his capital contributions in currency， or by providing material objects， land use rights， intellectual property rights or other property rights. The capital contributions above-mentioned shall be legal property or property rights owned by the partner.

　　Capital contributions in other forms than in currency may， if necessary， be appraised and evaluated by all the partners through consultation， or by a statutory evaluation institution with the authorization of all the partners.

　　A partner may provide personal services as capital contributions after consultation and agreement among all the partners. The evaluation of contributions in the form of services shall be determined by all the partners through consultation.

　　Article 12 Partners shall perform their duti

es of capital contribution in terms of the form， amount and time limit of such contribution， as agreed upon among them in the partnership agreement.

　　Capital contributions actually made by each of the partners according to the partnership agreement shall be regarded as contributing to the partnership enterprise.

　　Article 13 A partnership agreement shall include the following items：

　　（1） the name of the partnership enterprise and address of its place of business；

　　（2） the purpose of partnership and the business scope of the partnership enterprise；

　　（3） names and residences of each partner；

　　（4） the form， amount and time limit for each partner to make capital contributions；

　　（5） the method of distributing profits and undertaking risks；

　　（6） execution of the partnership enterprise's affairs；

　　（7） entering into and withdrawal from partnership；

　　（8） disbandment and liquidation of the partnership enterprise； and

　　（9） default liability.

　　A partnership agreement may include the operation term of the partnership enterprise and the means of dispute settlement among partners.

　　Article 14 A partnership agreement takes effect upon the signing and sealing by all the partners of the partnership agreement. Any partner shall enjoy rights and undertake liabilities according to the partnership agreement. The partnership agreement may be revised or supplemented if all the partners reach agreement through consultation.

　　Article 15 Anyone who applies for registration of the establishment of a partnership enterprise shall submit to the enterprise registration authority documents such as a written application for registration， a partnership agreement and partners' identity certificates.

　　Where it is required by laws or administrative regulations that the establishment of the partnership enterprise must be subject to the examination and approval by the department concerned， the applicant shall submit an approval document in applying for registration of establishment.

　　Article 16 The enterprise registration authority shall， within 30 days as of the date of receiving the documents of application for registration， make a decision whether or not to grant registration. It shall grant registration and issue a business licence to the applicants that meet the requirements stipulated in this Law， and shall not grant registration to those who fail to meet the requirements stipulated in this Law and give them a written reply explaining the reasons.

　　Article 17 The date of the issuance of the partnership enterprise's business licence shall be the date of the establishment of a partnership enterprise.

　　No partner may engage in any profit-making activities in the name of the partnership enterprise that has not yet taken out the business licence.

　　Article 18 A partnership enterprise intending to establish a branch shall apply for the registration of establishment of the branch to the enterprise registration authority in the place where the branch is to be located for a business licence.

　　Chapter III Partnership Enterprises' Property

　　Article 19 During the period in which a partnership enterprise exists， capital contributions made by partners and all proceeds earned on behalf of the partnership enterprise shall be the property of the partnership enterprise.

　　Property of a partnership enterprise shall be under the unified management and use of all the partners according to this Law.

　　Article 20 Partners shall not claim the partitioning of property of the partnership enterprise before the liquidation of the enterprise unless otherwise provided for by this Law.

　　If partners privately transfer or dispose of the property of the partnership enterprise before the liquidation of the enterprise， the partnership enterprise shall not on that ground act against a thi

rd party who has acted in good faith and has not informed of the case.

　　Article 21 During the period in which a partnership enterprise exists， any partner who intends to transfer to a person who is not one of the partners all or part of his property shares in the partnership enterprise must obtain the consent of all other partners.

　　The transfer of all or part of the shares of property in the partnership enterprise between partners shall be notified to the other partners.

　　Article 22 Where a partner transfers his share of property according to law， the other partners shall， on identical terms， have priority in acquiring the share.

　　Article 23 Where those who are not partners， with the consent of all the partners， acquire shares of property in the partnership enterprise according to law， they shall become the partners of the partnership enterprise upon the modification of the partnership agreement and shall enjoy rights and undertake liabilities according to the modified partnership agreement.

　　Article 24 Where a partner puts his share of property in the partnership enterprise in pledge， he shall obtain the consent of all other partners.

　　If a partner， without the consent of all other partners， puts his share of property in the partnership enterprise in pledge， his act shall be void or treated as withdrawal from partnership. If he thereby causes losses to the other partners， he shall bear liability for compensation according to law.

　　Chapter IV Execution of Partnership Enterprise Affairs

　　Article 25 Each partner shall have the equal right to execute the partnership enterprise's affairs. All the partners may jointly execute the enterprise's affairs， or， as agreed upon in the partnership agreem

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