Adopted at the 24th meeting of the Standing Committee of the Eighth National People's Congress on 1997/2/23, and revised at the 23rd meeting of the Standing Committee of the Tenth National People's Congress on 2006/8/27.
I. Types of Partnerships
General Partnership
Composed of general partners who bear unlimited joint and several liability for the partnership's debts.
Limited Partnership
Composed of general partners and limited partners; limited partners bear liability only up to their subscribed capital contribution.
Special General Partnership
A professional service firm that provides paid services to clients using specialized expertise and skills. If one or more partners cause debt through intentional misconduct or gross negligence, they bear unlimited liability, while other partners are liable only up to the extent of their capital contributions.
II. Establishment Requirements
- (1) There are two or more partners. If a partner is an individual, they must have full capacity for civil conduct.
- (2) Written partnership agreement
- (3) Partners have subscribed to or actually contributed capital.
- (4) Name and place of business of the partnership
Partners may contribute capital in the form of currency, tangible assets, intellectual property rights, land use rights, other proprietary rights, or labor services.
III. Execution of Partnership Affairs
- • Partners have equal rights in executing partnership affairs
- • One or more partners may be authorized to represent the partnership externally.
- • Profit distribution shall follow the partnership agreement; if unspecified, it shall be based on actual capital contribution ratios; if undeterminable, it shall be distributed equally.
- • Partners shall not operate or jointly operate any business that competes with the partnership.
IV. Special Provisions for Limited Partnerships
Member limit
Between 2 and 50 members, including at least one general partner
Limited Partner
Shall not participate in partnership affairs, represent the enterprise externally, or contribute capital in the form of labor.
V. Admission and Withdrawal of Partners
Move in
Admission of a new partner requires unanimous consent from all partners. The new partner shall bear unlimited joint and several liability for debts incurred prior to admission.
Withdraw from Partnership
Includes withdrawal by agreement, notice, automatic withdrawal, and expulsion. A withdrawing partner remains jointly and severally liable for debts incurred prior to withdrawal.
VI. Dissolution and Liquidation
- • The partnership term has expired, and the partners have decided not to continue operations.
- • Dissolution conditions specified in the partnership agreement have occurred
- • All partners have decided to dissolve the partnership.
- • The number of partners has been below the legal minimum for 30 days
- • Business license revoked, or ordered to close or be cancelled in accordance with the law
Regulatory Document Attachment
Partnership Enterprise Law of the People's Republic of China (PDF)