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

owing circumstances：

　　（1） Where he fails to perform the obligation of capital contributions；

　　（2） Where he intentionally or through gross negligence causes losses to the partnership enterprise；

　　（3） Where he acts improperly in executing the affairs of the partnership enterprise； or

　　（4） Where other facts occur as agreed upon in the partners

hip agreement.

　　A decision on removal of a partner shall be notified in writing to the removed person. The removal shall take effect in the result of the withdrawal of the removed person on the date when he receives the notice.

　　The removed person may， within 30 days from the date receiving the notice of removal， bring a lawsuit to a people's court if he refuses to accept the decision on his removal.

　　Article 51 Where a partner dies or is declared dead according to law， his successor who is legally entitled to the property shares in the partnership enterprise shall， as agreed upon in the partnership agreement or with the consent of all the partners， have the status of the partner as of the date the succession begins.

　　If the legal successor is unwilling to be a partner， the partnership enterprise shall return the property shares he inherits according to law.

　　If the legal successor is a minor， his guardian may， with the consent of the other partners， exercise rights on his behalf till the minor comes of age.

　　Article 52 Where a partner withdraws from partnership， the other partners shall clear accounts with him under the financial condition of the partner enterprise at the time of his withdrawal and shall return his property shares.

　　In the case of unsettled affairs in a partnership enterprise at the time of a withdrawal from the partnership， the clearance of accounts shall be carried out upon settlement of such affairs.

　　Article 53 The method for returning property shares in the partnership enterprise to a withdrawing partner shall be stipulated in the partnership agreement or decided by all the partners. The shares may be returned to the with drawing partner in currency or in kind.

　　Article 54 A withdrawing partner shall bear liability jointly with the other partners for debts of the partnership enterprise incurred before his withdrawal from partnership.

　　Article 55 Where property of a partnership enterprise is less than its debts at the time of a partner's withdrawal， the partner shall share the losses according to the provisions of the first paragraph of Article 32 in this Law.

　　Article 56 Where the registered items of a partnership enterprise change， or need to be renewed， due to entering into or withdrawal from partnership， a revision of the partnership agreement or for other reasons， the partnership enterprise shall， within 15 days from the date of making the decision on changes or the facts occur， apply to the enterprise registration authority for such registration.

　　Chapter VII Disbandment and Liquidation of Partnership Enterprises

　　Article 57 A partnership enterprise shall be disbanded under any of the following circumstances：

　　（1） The period of operation as agreed upon in the partnership agreement expires and partners are unwilling to continue the operations；

　　（2） The facts resulting in the disbandment as agreed upon in the partnership agreement occur；

　　（3） The disbandment has been decided upon by all the partners；

　　（4） Partners have not formed the statutory number；

　　（5） The purpose of partnership has been achieved or cannot be achieved as agreed upon in the partnership agreement；

　　（6） The business licence has been revoked according to law； or

　　（7） Other reasons stipulated in laws and administrative regulations for the disbandment of the partnership enterprise arise.

　　Article 58 A partnership enterprise shall be liquidated after being disbanded and shall notify its creditors by notice or announcement.

　　Article 59 The liquidators of a partnership enterprise after its disbandment shall be composed of all the partners. If the partners are not all eligible， one or more partners or a third party may， with the consent of over half of all the partners and within 15 days after the disbandment of the enterprise， be appointed as th

e liquidator（s）。

　　In case of failure to appoint the liquidators within 15 days， partners or other interested persons may apply to a people's court for the appointment of liquidators.

　　Article 60 Liquidators shall execute the following affairs during liquidation：

　　（1） checking up on the property of the partnership enterprise， and separately formulating a balance sheet and a detailed inventory of property；

　　（2） disposing of the unsettled affairs relevant to the liquidation of the partnership enterprise；

　　（3） paying off taxes owed by the enterprise；

　　（4） clearing up claims and debts；

　　（5） disposing of， after paying off the debts of the partnership enterprise， its remaining property； and

　　（6） participating in civil lawsuits on behalf of the partnership enterprise.

　　Article 61 The property of a partnership enterprise shall， after the payment of liquidation expenses， be applied to make repayment in the following order：

　　（1） wages of employees and labour insurance expenses owed by the partnership enterprise；

　　（2） taxes owed by the partnership enterprise；

　　（3） debts incurred by the partnership enterprise； and

　　（4） capital contributions returnable to partners.

　　With regard to the remaining property of a partnership enterprise after repayment in the order above mentioned， it shall be distributed in proportion as stipulated in the first paragraph of Article 32 in this Law.

　　Article 62 Where all property of a partnership enterprise is not sufficient to pay off its debts at the time of liquidation， the provisions of Articles 39 and 40 in this Law shall apply.

　　Article 63 After the disbandment of a partnership enterprise， its original partners shall continue to be jointly liable for debts incurred by the enterprise during the period in which the enterprise exists. If， however， the creditors fail to claim the repayment of debts within five years， the liability for repayment shall extinguish.

　　Article 64 Upon the completion of liquidation， a liquidation report shall be formulated and shall， bearing the signatures and seals of all the partners， be submitted to the enterprise registration authority within 15 days for the registration of cancellation of the partnership enterprise.

　　Chapter VIII Legal Liability

　　Article 65 Any violator of this Law who offers false documents or resorts to other deceptive means and is thereby granted enterprise registration， shall be ordered to make corrections and may be fined not more than 5，000 yuan； if the circumstances are serious， the enterprise registration shall be revoked.

　　Article 66 Any violator of this law who uses words such as “limited” or “limited liability” in the name of a partnership enterprise shall be ordered to make corrections and may be fined not more than 2，000 yuan.

　　Article 67 Any violator of this law who engages in business activities in the name of a partnership enterprise without taking out a business licence according to law， shall be ordered to stop business activities and may be fined not more than 5，000 yuan.

　　In case of a change in the registered items， a partnership enterprise that fails to register such a change according to the provisions of this Law shall be ordered to apply for the registration within a time limit. It shall be fined not more than 2，000 yuan for failure to register the change within the time limit.

　　Article 68 Any partner who， in executing partnership affairs， misappropriates the interests which ought to belong to the partnership enterprise， or seizes the partnership property by other means， shall be ordered to return the interests or property to the partnership enterprise. If he causes losses to the partnership enterprise or the other partners， he shall bear the liability for compensation according to law. If a crime has been constituted， criminal liability

shall be investigated according to law.

　　Article 69 Any partner who without authorization disposes of partnership affairs， the execution of which shall be subject to the consent of all the partners as stipulated in this Law or in the partnership agreement， and thereby causes losses to the partnership enterprise or the other partners， shall bear the liability for compensation according to law.

　　Article 70 Any partner not authorized to execute the partnership affairs who executes the affairs and thereby causes losses to the partnership enterprise or the other partners， shall bear the liability for compensation according to law.

　　Article 71 Any partner who， in violation of the provisions of Article 30 in this Law， engages in businesses competitive with his partnership enterprise or trades with their enterprise and thereby causes losses to the enterprise or the other partners， shall bear the liability for compensation according to law.

　　Article 72 Any employee of a partnership enterprise who takes advantage of his position to seize the partnership property or convert the partnership assets to his own use， shall bear civil liability for compensation according to law. If a crime has been constituted， criminal liability shall be investigated according to law.

　　Article 73 Any liquidator who fails to submit the liquidation report to the enterprise registration auth

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