Partnership Law in EnglishLaw of the Peoples Republic of China on Partnerships Order of the Peoples Republic of China No55The Law of the Peoples Republic of China on Partnerships amended and adopted a

st market economy.Article 2 A partnership referred to in this Law means an economic organization formed by two or more persons who voluntarily come together to invest capital, share profits and bear risks in accordance with the provisions of this Law.Article 3 A partnership shall have a name, an office and a business scope. The name shall not contain any prohibited words or phrases.Article 4 The partners of a partnership shall have equal rights and obligations, unless otherwise provided for in this Law or agreed upon in the partnership agreement.Article 5 The establishment, modification, dissolution and liquidation of a partnership shall comply with the provisions of this Law and other relevant laws and administrative regulations.Article 6 A partnership shall operate in accordance with the principles of voluntariness, equality, fairness, honesty and credibility.Article 7 The partners of a partnership shall have the right to participate in the management of the partnership affairs and the right to express their opinions and make suggestions in the decision-making process.Article 8 The partners of a partnership shall have the right to share the profits and bear the risks in proportion to their capital contributions, unless otherwise agreed upon in the partnership agreement.Article 9 The partners of a partnership shall bear joint liability for the debts of the partnership, except for the limited liability partnerships as provided for in this Law.Article 10 The property of a partnership shall be separate from the personal property of the partners, and shall be used for the partnership's business purposes only. The partners shall not appropriate the property of the partnership without authorization.Article 11 A partnership shall register with the competent administrative department for industry and commerce in accordance with the law.Article 12 A partnership shall keep accounting records and prepare financial statements in accordance with the law.Article 13 A partnership shall pay taxes in accordance with the law.Chapter II General PartnershipsSection 1 Establishment of a PartnershipArticle 14 A partnership may be established by two or more natural persons or legal persons who have the capacity for civil rights and civil conduct.Article 15 The partners of a partnership shall sign a partnership agreement in writing, which shall include the following items:1. Name of the partnership;2. Name and domicile of each partner;3. Scope of business;4. Amount of capital contributions by each partner;5. Method of profit distribution and sharing of losses;6. Method of management;7. Method of handling the dissolution and liquidation of the partnership;8. Other matters agreed upon by the partners.Article 16 A partnership agreement may be amended by agreement of the partners, but shall not violate the mandatory provisions of this Law or other laws and administrative regulations.Section 2 Property of a PartnershipArticle 17 The property of a partnership shall include the capital contributions of the partners, as well as other property acquired by the partnership through its business activities.Article 18 The capital contributions of the partners shall be in the form of money, goods or other property that can be evaluated in monetary terms. The evaluation shall be agreed upon by the partners, but shall not be lower than the value of the property.Article 19 The partners shall pay their capital contributions in full within the agreed time limit. If a partner fails to pay the capital contribution in full, the other partners may demand the payment of the outstanding amount and the payment of interest on the outstanding amount.Article 20 The partners may agree to increase the capital contributions of the partnership. The increase shall be agreed upon by all partners and registered with the competent administrative department for industry and commerce.Article 21 The partners shall not withdraw their capital contributions without the consent of the other partners, except in the cases provided for in this Law.Section 3 Management of Partnership AffairsArticle 22 The partners of a partnership shall jointly manage the affairs of the partnership. A partner shall not engage in any activities that compete with the business of the partnership without the consent of the other partners.Article 23 The partners may appoint one or more partners or non-partner managers to manage the daily affairs of the partnership. The appointment, dismissal and remuneration of the managers shall be agreed upon by the partners.Article 24 The partners shall make important business decisions by unanimous agreement, unless otherwise provided for in the partnership agreement. Other decisions may be made by a majority of the partners.Article 25 The partners shall keep each other informed of the partnership's business activities and financial situation, and shall not conceal any important information from each other.Article 26 The partners shall not disclose the trade secrets of the partnership without authorization.Chapter III Limited Liability PartnershipsArticle 27 A limited liability partnership shall be a partnership in which the partners have limited liability for the debts of the partnership.Article 28 The partners of a limited liability partnership shall not be liable for the debts of the partnership beyond their capital contributions.Article 29 A limited liability partnership shall have at least two partners. The name of the partnership shall contain the words "limited liability partnership".Article 30 The establishment, modification, dissolution and liquidation of a limited liability partnership shall comply with the provisions of this Law and other relevant laws and administrative regulations.Article 31 The partners of a limited liability partnership shall jointly manage the affairs of the partnership. A partner shall not engage in any activities that compete with the business of the partnership without the consent of the other partners.Article 32 A limited liability partnership shall have a registered capital. The partners shall pay their capital contributions in full within the agreed time limit. If a partner fails to pay the capital contribution in full, the other partners may demand the payment of the outstanding amount and the payment of interest on the outstanding amount.Article 33 The profits and losses of a limited liability partnership shall be shared by the partners in proportion to their capital contributions, unless otherwise agreed upon in the partnership agreement.Article 34 The partners of a limited liability partnership shall not withdraw their capital contributions without the consent of the other partners, except in the cases provided for in this Law.Article 35 The limited liability partnership shall keep accounting records and prepare financial statements in accordance with the law.Article 36 The limited liability partnership shall pay taxes in accordance with the law.Chapter IV Dissolution and Liquidation of a PartnershipArticle 37 A partnership shall be dissolved in the following circumstances:1. Expiration of the partnership period or completion of the partnership business;2. Unanimous agreement of the partners;3. A partner withdraws from the partnership in accordance with the partnership agreement;4. A partner dies, loses capacity for civil conduct or is declared dead by a court;5. Other circumstances as provided for in the partnership agreement or by law.Article 38 If a partnership is dissolved, the partners shall liquidate the partnership affairs and settle the debts of the partnership.Article 39 The liquidation of a partnership shall be carried out by the partners or by a liquidation team appointed by the partners.Article 40 During the liquidation period, the partners shall not engage in any activities that compete with the business of the partnership, unless otherwise agreed upon by all partners or approved by the liquidation team.Article 41 The liquidation team shall make a liquidation plan, which shall be approved by the partners or by the competent administrative department for industry and commerce.Article 42 The liquidation team shall notify the creditors of the partnership to make claims within a specified time limit.Article 43 After the settlement of the debts of the partnership, the remaining property shall be distributed among the partners in proportion to their capital contributions, unless otherwise agreed upon in the partnership agreement or by the partners.Section 5 Entering into and Retiring from a PartnershipArticle 44 A person who intends to enter into a partnership shall apply to the other partners in writing.Article 45 The other partners shall make a decision on whether to admit the applicant within thirty days from the receipt of the application. If the other partners fail to make a decision within the time limit or reject the application without justifiable reasons, the applicant may apply to the court for a decision.Article 46 A partner may withdraw from the partnership in accordance with the partnership agreement. If the partnership agreement does not provide for the withdrawal, the partner may withdraw by giving notice to the other partners six months in advance.Article 47 If a partner withdraws from the partnership, the other partners shall have the right to purchase the withdrawn partner's capital contribution in proportion to their shares of the capital contributions, unless otherwise agreed upon in the partnership agreement.Article 48 If a partner withdraws from the partnership, the withdrawn partner shall not compete with the business of the partnership within two years from the date of withdrawal, unless otherwise agreed upon by the other partners or approved by the court.Section 6 Specialized General PartnershipsArticle 49 A specialized general partnership shall be a partnership formed by natural persons or legal persons who have the capacity for civil rights and civil conduct, and who engage in professional services.Article 50 The establishment, modification, dissolution and liquidation of a specialized general partnership shall comply with the provisions of this Law and other relevant laws and administrative regulations.Article 51 The partners of a specialized general partnership shall be jointly and severally liable for the professional mistakes and misconducts committed by any partner or employee in the course of providing professional services.Article 52 The partners of a specialized general partnership shall not withdraw their capital contributions during the existence of the partnership, except in the cases provided for in this Law.Chapter V Legal LiabilityArticle 53 If a partner violates the partnership agreement, this Law or other laws and administrative regulations, and causes damage to the partnership or other partners, he shall bear civil liability.Article 54 If a partner engages in activities that compete with the business of the partnership without the consent of the other partners, and causes damage to the partnership, he shall bear civil liability.Article 55 If a partner discloses the trade secrets of the partnership without authorization, and causes damage to the partnership or other partners, he shall bear civil liability.Article 56 If the partners fail to pay their capital contributions in full, and cause damage to the partnership or other partners, they shall bear civil liability.Article 57 If the partners fail to keep accounting records or prepare financial statements in accordance with the law, and cause damage to the partnership or other partners, they shall bear civil liability.Article 58 If a partner withdraws from the partnership in violation of the partnership agreement or this Law, and causes damage to the partnership or other partners, he shall bear civil liability.Article 59 If a partner engages in fraudulent activities, conceals the true financial situation of the partnership, misappropriates the property of the partnership or causes other serious damage to the partnership or other partners, he shall bear civil liability and may be held criminally liable according to law.Article 60 If a partnership violates this Law or other laws and administrative regulations, and causes damage to the partners or third parties, it shall bear civil liability.Article 61 If a partner or the partnership violates this Law or other laws and administrative regulations, and causes damage to the state or the public interest, it shall bear administrative or criminal liability according to law.Chapter VI Supplementary ProvisionsArticle 62 This Law shall apply to partnerships formed within the territory of the People's Republic of China.Article 63 This Law shall apply to partnerships formed between Chinese citizens, legal persons or other organizations, and foreign citizens, legal persons or other organizations.Article 64 This Law shall not apply to partnerships formed by financial institutions as provided for by law.Article 65 This Law shall go into effect as of June 1, 2007. The Law of the People's Republic of China on Partnerships, adopted at the 24th Meeting of the Standing Committee of the Eighth National People's Congress on February 23, 1997, shall be repealed simultaneously