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

ent or by decision of all the partners， authorize one or more partners to execute the enterprise's affairs.

　　The partner executing the partnership enterprise's affairs shall externally represent the partnership enterprise.

　　Article 26 Where one or more partners has（have） been authorized to execute the partnership enterprise's affairs as stipulated in the preceding Article， the other partners shall no longer execute the enterprise's affairs.

　　Partners not participating in the execution of affairs shall have the right to supervise the partners executing affairs and inspect the execution.

　　Article 27 Where one or more partners execute（s） the partnership enterprise's affairs， the partner（s） shall report the execution of affairs， the business operations and financial condition of the partnership enterprise to the other partners not participating in the execution of affairs. Proceeds earned in the execution of the partnership enterprise's affairs shall belong to all the partners and losses and civil liability incurred therefrom be undertaken by all the partners.

　　Article 28 Partners shall have the right to consult the account book for finding out about the business operations and financial condition of the partnership enterprise.

　　Where partners make decisions on items relevant to the partnership enterprise according to law or the partnership agreement， unless otherwise provided for by this Law or by the partnership agreement， the items may， by decision of all the partners， be decided on a one-person-one-vote basis.

　　Article 29 Where partners separately execute the partnership enterprise's affairs as agreed upon in the partnership agreement or by decision of all the partners， any of partners may address oppositions to the other partners on the execution of affairs. If an opposition is addressed， the execution of the affairs involved shall be suspended. In case of occurrence of a dispute， all the partners may jointly make a decision thereon.

　　If the partner（s） authorized to execute the partnership enterprise's affairs fail（s） to act in accordance with the partnership agreement or the decision of all the pa

rtners， the other partners may make a decision to withdraw such authorization.

　　Article 30 Partners shall not individually or in co-operation with others engage in businesses competitive with their partnership enterprise.

　　Partners shall not trade with their partnership enterprise except otherwise agreed upon in the partnership agreement or with the consent of all the partners.

　　Partners shall not engage in any activity damaging the interests of the partnership enterprise.

　　Article 31 The execution of the following affairs in a partnership enterprise shall be subject to the consent of all the partners：

　　（1） disposing of real estate of the partnership enterprise；

　　（2） changing the name of the partnership enterprise；

　　（3） transferring or disposing of intellectual property rights or other property rights of the partnership enterprise；

　　（4） applying to the enterprise registration authority for registration of changes；

　　（5） offering others a security on behalf of the partnership enterprise；

　　（6） appointing persons who are not partners to act as managerial executives of the partnership enterprise； or

　　（7） dealing with other relevant affairs as agreed upon in the partnership agreement.

　　Article 32 Partners shall share profits and losses of the partnership enterprise in proportion as agreed upon in the partnership agreement. In absence of stipulations for such proportion in the partnership agreement， each partner shall share profits and losses equally.

　　A partnership agreement shall not stipulate for the distribution of all profits to part of the partners or for the sharing of all losses among part of the partners.

　　Article 33 During the period in which the partnership enterprise exists， partners may， as agreed upon in the partnership agreement or by decision of all the partners， increase their capital contributions to the partnership enterprise for the purpose of expanding the business scale or making up losses.

　　Article 34 The annual or periodic plan detailed for profit distribution and loss sharing in a partnership enterprise shall be decided through consultation of all the partners or as agreed upon in the partnership agreement.

　　Article 35 Managerial executives appointed by a partnership enterprise shall perform their duties within the scope of power authorized by the partnership enterprise.

　　Managerial executives appointed by a partnership enterprise who exceed the scope of power authorized by the partnership enterprise in engaging in business activities， or cause losses to the enterprise intentionally or through gross negligence shall bear the liability for compensation according to law.

　　Article 36 Partnership enterprises shall establish their enterprise financial and accounting systems in accordance with the provisions of laws and administrative regulations.

　　Article 37 Partnership enterprises shall perform the duty of paying taxes according to the laws.

　　Chapter V Relations of Partnership Enterprises to Third Parties

　　Article 38 No restrictions imposed by a partnership enterprise on rights of a partner to execute the enterprise's affairs and externally represent the enterprise may act against a third party who has acted in good faith and has not been informed of the case.

　　Article 39 A partnership enterprise shall pay off its debts first out of all its property. If the property of the partnership enterprise is insufficient to pay off its due debts， each partner shall bear the unlimited and joint liability for paying off debts.

　　Article 40 Where a partnership enterprise pays its debts out of its property and the debts cannot be paid off in full， each partner shall repay the difference with his property other than his capital contributions to the partnership enterprise in proportion as stipulated in the first paragraph of A

rticle 32 of this Law.

　　Any partner who overpays his share of the debts to bear the joint liability shall have the right to claim compensation from the other partners.

　　Article 41 A creditor of one partner of a partnership enterprise shall not set off the creditor's rights against his debts owed to the partnership enterprise.

　　Article 42 Where a partner owes personal debts， his creditor shall not take his place in the partnership enterprise to exercise the partner's rights.

　　Article 43 Where a partner's own property is not sufficient to pay off his personal debts， the partner may pay the debts out of his proceeds shared in the partnership enterprise. Alternately， the creditor may apply to a people's court for compulsory execution of the property shares of the partner in the partnership enterprise to pay off the debts.

　　The other partners shall have priority in acquiring the property shares of the partner.

　　Chapter VI Entering into and Withdrawing from Partnerships

　　Article 44 A person intending to enter into partnership shall obtain the consent of all original partners and shall conclude a written entering agreement according to law.

　　In concluding the entering agreement， the original partners shall inform the new partner of the business operations and financial condition of the partnership enterprise.

　　Article 45 A partner newly entering into the partnership shall enjoy the equal rights and undertake equal liabilities with the original partners. If， however， otherwise stipulated in the entering agreement， such stipulations shall prevail.

　　The new partner shall undertake joint liability for the debts of the partnership enterprise incurred before he enters into the partnership.

　　Article 46 Where the partnership agreement stipulates the period of operation of the partnership enterprise， partners may withdraw from the partnership under any of the following circumstances：

　　（1） Facts resulting in withdrawal from partnership as agreed upon in the partnership agreement occur；

　　（2） The withdrawal from partnership has been approved by all the partners；

　　（3） Facts resulting in difficulties for partners to continue participation in the partnership enterprise occur； or

　　（4） The other partners have seriously broken the duties as agreed upon in the partnership agreement.

　　Article 47 Where the partnership agreement does not stipulate the period of operation of the partnership enterprise， partners may withdraw from partnership without adversely affecting the execution of affairs in the partnership enterprise and shall inform the other partners 30 days before.

　　Article 48 A partner unilaterally withdrawing from partnership in violation of the provisions of the two preceding articles shall compensate for losses caused to the other partners.

　　Article 49 A partner shall naturally withdraw from a partnership under any of the following circumstances：

　　（1） Where he dies or is declared dead according to law；

　　（2） Where he is declared a person having no capacity for civil conduct；

　　（3） Where he loses personal capacity for paying debts； or

　　（4） Where all his property shares in the partnership enterprise have been executed by a people's court.

　　The withdrawal from partnership as stipulated in the preceding paragraph shall take effect on the date the fact occurs.

　　Article 50 A partner may be removed by decision of the other partners through agreement under any of the foll

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