(Reference format of special general partnership agreement)
Partnership agreement
Chapter I General Provisions
Article 1 This Agreement is concluded in accordance with the Partnership Enterprise Law of People's Republic of China (PRC) (hereinafter referred to as the Partnership Enterprise Law) and relevant laws, administrative regulations and rules through consultation.
Article 2 This enterprise is a special general partnership and a joint venture voluntarily formed according to the agreement. All partners are willing to abide by the relevant laws, regulations and rules of the state, pay taxes and operate according to law.
Article 3 Where the provisions of this Agreement are inconsistent with laws, administrative regulations and rules, the provisions of laws, administrative regulations and rules shall prevail.
Article 4 This Agreement shall come into effect after being signed and sealed by all partners. Partners shall enjoy rights and perform obligations in accordance with the partnership agreement.
Chapter II Name and Main Business Place of Partnership Enterprise
Article 5 Name of the partnership enterprise:
Article 6 Business premises of an enterprise:
Chapter III Partnership Purpose and Partnership Business Scope (and Partnership Term)
Article 7 Purpose of partnership: To protect the partnership rights and interests of all partners and make the partnership enterprise achieve the best economic benefits. (Note: It can be described separately according to the actual situation. )
Article 8 The business scope of a partnership enterprise is:
(Note: For details, please refer to the national economic industry classification standard. Where the business scope of the partnership enterprise is not standardized, the enterprise registration authority shall standardize and approve the registration in accordance with the provisions of the preceding paragraph. When the business scope of a partnership enterprise changes, it shall register the change with the enterprise registration authority according to law.
Article ×× The partnership term is ×× years.
(Note: If the partnership term is stipulated in the partnership agreement, this article is added. )
Chapter IV Names and Domiciles of Partners
Article 9 There are * * * partners, namely:
1、 。
Address:,
Certificate name:,
ID number:;
2、 。
Address:,
Certificate name:,
ID number:;
(Note: Continuable)
If the above partners are natural persons, they all have full capacity for civil conduct.
Chapter V Mode, Amount and Term of Contribution of Partners
Article 10 The mode, amount and duration of capital contribution of partners:
1. Partner:
Rmb million is contributed in cash, RMB million is contributed at the price of RMB million (in kind, intellectual property rights, land use rights, labor services or other non-monetary property rights, depending on the actual situation), and the total subscribed capital is RMB million, accounting for% of the registered capital.
The first paid-in investment of RMB10,000.00 Yuan shall be paid before applying for the registration of the establishment of the partnership, and the remaining subscribed capital shall be paid in full within months from the date of obtaining the business license.
2. Partners:
Rmb million is contributed in cash, RMB million is contributed at the price of RMB million (in kind, intellectual property rights, land use rights, labor services or other non-monetary property rights, depending on the actual situation), and the total subscribed capital is RMB million, accounting for% of the registered capital.
The first paid-in investment of RMB10,000.00 Yuan shall be paid before applying for the registration of the establishment of the partnership, and the remaining subscribed capital shall be paid in full within months from the date of obtaining the business license.
(Note: renewable. Where the capital contribution is made with non-monetary property, if it is necessary to go through the formalities of property right transfer in accordance with the provisions of laws and administrative regulations, it shall be handled according to law. )
Chapter VI Ways of Profit Distribution and Loss Sharing
Article 11 The profit distribution methods of a partnership enterprise are as follows:
Article 12 The losses of a partnership shall be shared in the following ways:
(Note: It shall not be agreed that all profits shall be distributed to some partners or all losses shall be borne by some partners. If the partnership agreement is not stipulated or clearly stipulated, it shall be decided by the partners through consultation; If negotiation fails, the partners shall distribute and share according to the proportion of paid-in capital contribution; If the proportion of capital contribution cannot be determined, it shall be equally distributed and shared by the partners. )
Chapter VII Liability Undertaking and Partners' Recovery
Article 13 If one or more partners cause debts of the partnership due to intentional or gross negligence in their practice activities, they shall bear unlimited liability or unlimited joint liability, and the other partners shall bear the liability with their share of property in the partnership.
All partners shall bear unlimited joint and several liability for the debts of the partnership and other debts caused by the partnership in its practice activities without intentional or gross negligence.
Article 14 After a partner is liable for the debts of the partnership enterprise due to intentional or gross negligence in practice, he shall bear the following liabilities for the losses caused to the partnership enterprise: 100% liability (Note: other forms of liability may also be agreed according to the provisions of Article 58 of the Partnership Enterprise Law).
Chapter VIII Implementation of Partnership Affairs
Article 15 Partners shall enjoy equal rights in the execution of partnership affairs.
Upon the decision of all partners, entrust (list the entrusted partners) to carry out the partnership affairs (note: according to the provisions of Article 26 of the Partnership Enterprise Law, other decision methods can also be agreed in this article, such as "with the consent of more than two thirds of the partners"); Among them, the designated legal person partner 1 and the designated partners of other organizations 1 (note: it can be renewed according to the actual situation, and this content will be deleted if there is no natural person partner) will perform the partnership affairs on their behalf, and other partners will no longer perform the partnership affairs (note: this content should be deleted if all partners perform the partnership affairs). Partners who perform partnership affairs represent the enterprise externally.
Article 16 A partner who does not carry out partnership affairs has the right to supervise the implementing partner to carry out partnership affairs. The executive partner shall regularly report to other partners on the implementation of the affairs and the operation and financial status of the partnership. The income generated by the partnership of the executive partner shall be owned by the partnership, and the expenses and losses incurred shall be borne by the partnership.
Article 17 Where a partner performs partnership affairs alone, the partner performing partnership affairs may raise objections to the affairs performed by other partners. When an objection is raised, the execution of the transaction is suspended. In case of dispute, it shall be voted according to Article 16 of this Agreement. If the partner entrusted to carry out the partnership affairs does not carry out the affairs according to the decision of the partnership agreement, the other partners may decide to cancel the entrustment.
Article 18 Partners shall adopt the method of one person, one vote and more than half of the partners' votes when making resolutions on matters related to the partnership enterprise.
(Note: According to the provisions of Article 30 of the Partnership Enterprise Law, other voting methods can also be agreed in this article.)
Article 19 The following matters of a partnership enterprise shall be unanimously agreed by all partners: (Note: According to the provisions of Article 31 of the Partnership Enterprise Law, other forms of consent may be agreed in this article, such as "all or one of the following matters shall be agreed by more than two thirds of the partners" or "all partnership affairs executors". )
(1) Changing the name of the partnership enterprise;
(2) Changing the business scope and the location of the main business premises of the partnership;
(3) Disposing of the real estate of the partnership enterprise.
(4) Transferring or disposing of the intellectual property rights and other property rights of the partnership;
(5) Providing guarantee for others in the name of partnership;
(6) employing persons other than the partners as the management personnel of the partnership enterprise.
Article 20 A partner shall not engage in business competing with the partnership on his own account or in cooperation with others. Unless all the partners agree unanimously (note: according to the provisions of Article 32 of the Partnership Enterprise Law, other ways of consent can also be agreed in this article), partners may not conduct transactions with this partnership enterprise.
Article 21 Upon the decision of all partners, partners may increase or decrease their capital contribution to the partnership. (Note: It can also be stipulated in this article whether partners can increase or decrease their capital contribution to the partnership enterprise according to the provisions of Article 34 of the Partnership Enterprise Law; If you can, you can also agree on other decision-making methods)
Chapter IX Joining and Quitting the Partnership
Article 22 When a new partner joins a partnership enterprise, all partners agree unanimously (note: according to Article 43 of the Partnership Enterprise Law, other forms of consent can also be agreed in this article), and a written partnership agreement shall be concluded according to law. When concluding the occupation agreement, the original partner shall truthfully inform the new partner of the operating status and property status of the original partnership. The new partner in a partnership enjoys the same rights and assumes the same responsibilities as the original partner (note: other rights and responsibilities of the new partner can also be agreed in this article according to the provisions of Article 44 of the Partnership Enterprise Law). Before joining the partnership, the new partner shall bear unlimited joint and several liabilities for the debts of the partnership.
Article 23 A partner may withdraw from the partnership under any of the circumstances stipulated in Article 45 of the Partnership Enterprise Law. (Note: If the partnership term is stipulated in the partnership agreement, it shall be retained; Otherwise, delete)
A partner may withdraw from the partnership without affecting the execution of partnership affairs, but shall notify other partners 30 days in advance. (Note: If the partnership agreement does not stipulate the partnership term, it shall be retained; Otherwise, delete)
If a partner withdraws from the partnership in violation of the provisions of Articles 45 and 46 of the Partnership Law, he shall compensate for the losses caused to the partnership.
Article 24 If a partner falls into any of the circumstances stipulated in Article 48 of the Partnership Enterprise Law, he/she will of course quit the partnership.
Where a partner is legally recognized as a person without or with limited capacity for civil conduct, it may be converted into a limited partner and a general partnership into a limited partnership with the unanimous consent of other partners. If the other partners cannot agree unanimously, the person without civil capacity or with limited civil capacity shall quit the partnership.
The effective date of withdrawal is the date when the withdrawal reason actually occurs.
Article 25 If a partner falls under any of the circumstances stipulated in Article 49 of the Partnership Enterprise Law, he may be removed by resolution with the unanimous consent of the other partners.
The resolution on the removal of a partner shall be notified in writing to the removed celebrity. The expulsion takes effect on the day when the expelled celebrity receives the expulsion notice, and the expelled celebrity withdraws from the partnership. If the removed celebrity refuses to accept the resolution of removal, he may bring a lawsuit to the people's court within 30 days from the date of receiving the notice of removal.
Article 26 If a partner dies or is declared dead according to law, the successor who enjoys the legal inheritance right to the partner's share of property in the partnership enterprise shall obtain the partnership enterprise's partner qualification from the date of inheritance with the unanimous consent of all partners (note: according to Article 50 of the Partnership Enterprise Law, other forms of consent may be agreed in this article).
Under any of the circumstances stipulated in Article 50 of the Partnership Enterprise Law, the partnership enterprise shall return the property share of the inherited partner to the successor of the partner.
If the successor of a partner is a person without or with limited capacity for civil conduct, he may become a limited partner according to law with the unanimous consent of all partners, and the general partnership enterprise shall be transformed into a limited partnership enterprise according to law. If all the partners cannot agree unanimously, the partnership enterprise shall return the property share of the inherited partners to the heirs. Upon the decision of all the partners, the money can be refunded or returned (note: according to the provisions of Article 52 of the Partnership Enterprise Law, other ways of refunding money can also be agreed in this article).
Article 27 A quitter shall bear unlimited joint and several liability for the debts of the partnership caused by reasons before his withdrawal. When a partner withdraws from the partnership, if the partnership property is less than the partnership debt, the withdrawing partner shall share the losses in accordance with the provisions of Article 11 of this Agreement.
Chapter X Dispute Settlement Measures
Article 28 Disputes arising from the performance of the partnership agreement by partners may be settled through consultation or mediation. If they are unwilling to settle the dispute through negotiation or mediation, or if negotiation or mediation fails, they may apply to an arbitration institution for arbitration according to the arbitration clause agreed in the partnership agreement or a written arbitration agreement reached afterwards. If there is no arbitration clause in the partnership agreement and no written arbitration agreement is reached afterwards, a lawsuit may be brought to the people's court.
Chapter II Dissolution and Liquidation of XI Partnership
Article 29 A partnership enterprise shall be dissolved under any of the following circumstances:
(1) Upon the expiration of the partnership term, the partners decide not to operate any more;
(2) The reasons for dissolution agreed in the partnership agreement appear;
(3) All partners decide to dissolve;
(4) The partners have not reached the quorum for 30 consecutive days;
(5) The partnership purpose stipulated in the partnership agreement has been achieved or cannot be achieved;
(6) The business license is revoked, ordered to close or revoked according to law;
(seven) other reasons stipulated by laws and administrative regulations.
Article 30 The liquidation method of a partnership enterprise shall be implemented in accordance with the provisions of the Partnership Enterprise Law.
During the liquidation period, the partnership shall survive and shall not carry out business activities unrelated to liquidation.
The remaining property of the partnership shall be distributed in accordance with the provisions of Article 11 after paying the liquidation expenses, employees' wages, social insurance expenses, statutory compensation, taxes owed and debts.
Article 31 After the liquidation, the liquidator shall prepare a liquidation report, which shall be signed and sealed by all partners, and submitted to the enterprise registration authority within 15 days to apply for cancellation of registration of the partnership enterprise.
Chapter XII Liability for Breach of Contract
Thirty-second partners who violate the partnership agreement shall bear the liability for breach of contract according to law.
Chapter XIII Other Matters
Article 33 With the unanimous consent of all partners, the partnership agreement may be amended or supplemented (note: it may also be stipulated separately according to the provisions of Paragraph 2 of Article 19 of the Partnership Enterprise Law).
Article 34 This Agreement is made in duplicate, one for each partner and one for the partnership enterprise registration authority. (Note: This article is for the reference of partners. The establishment of a partnership enterprise must submit a partnership agreement to the enterprise registration authority according to law)
Matters not covered in this agreement shall be implemented in accordance with relevant state regulations.
Signature and seal of all partners: (Note: optional. If the partner is a natural person, it should be signed, and if it is a legal person or other organization, it should be stamped with the official seal)
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Partnership agreement
In accordance with the Law of People's Republic of China (PRC) on Partnership Enterprises and the Measures for the Administration of Partnership Enterprises Registration in People's Republic of China (PRC), this agreement is concluded through consensus of all partners.
Article 1 The purpose of a partnership enterprise is:
Article 2 A partnership enterprise shall be operated by * * * partners with * * capital, and * * * shall enjoy the benefits, * * * shall bear the risks and be jointly and severally liable for the debts of the partnership enterprise.
Article 3 Name of the partnership enterprise:
Article 4 The business premises of a partnership enterprise:
Article 5 The business scope of a partnership enterprise is as follows:
Article 6 The total investment of the partnership enterprise: RMB 1 10,000 yuan.
Article 7 Name, mode and amount of contribution of partners.
(1) Name of partner:
Partner's domicile:
Mode of contribution: RMB 10,000 Yuan.
(2) Name of partner:
Partner's domicile:
Mode of contribution: RMB 10,000 Yuan.
(3) Partners shall pay their capital contributions before.
If the capital contribution is not actually paid, the partner's capital contribution cannot be recognized.
The capital contribution is in kind; A partnership enterprise shall go through the formalities of physical transfer within half a year after its establishment and report it to the registration authority for the record.
Where intellectual property rights are used as capital contribution, the partnership enterprise shall go through the formalities for the registration of intellectual property rights transfer within half a year after its establishment and report it to the registration authority for the record.
Article 8 Rights and obligations of partners.
(1) Partners have the right to know the operation and financial status of the partnership;
(2) Partners shall share dividends and losses in proportion to their capital contributions;
(3) With the consent of other partners, giving priority to accepting the share of property transferred by other partners and purchasing the newly-increased capital of the partnership;
(4) During the existence of a partnership, when a partner transfers all or part of his share of property in the partnership to a person other than the partner, it must be unanimously agreed by the other partners. If a person other than a partner receives a share of the partnership property according to law, he/she will become a partner of the partnership after the modification of the partnership agreement, and enjoy rights and assume responsibilities according to the modified partnership agreement;
(five) after the termination of the partnership, the remaining property of the partnership shall be distributed according to law;
(six) partners shall not engage in activities that harm the interests of the partnership;
(7) A partnership enterprise shall, in accordance with the provisions of laws and administrative regulations, establish financial and accounting systems and fulfill its tax obligations according to law.
Article 9 the implementation of partnership affairs.
(1) Partners have equal rights to carry out partnership affairs. Upon consensus of all partners, the partner is entrusted as the executor of partnership affairs, with * * *;
(2) Partners who perform partnership affairs represent the partnership externally;
(3) Upon the decision of all the partners, the partnership enterprise affairs shall be subject to the one-person-one-vote system.
Article 10 Admission and withdrawal of partners.
(1) A new partner of a partnership enterprise shall obtain the consent of all partners and conclude a written partnership agreement according to law;
(2) A partner's withdrawal from the partnership shall be subject to the consent of all partners, and may be withdrawn on the premise of not affecting the implementation of partnership affairs, but the other partners shall be notified 30 days in advance;
(3) After a partner withdraws from the partnership without authorization, it shall compensate the other partners for the losses suffered as a result;
(4) If this clause is not detailed, it shall be implemented in accordance with Chapter VI of the Partnership Enterprise Law.
Article 11 dissolution and liquidation of partnership enterprises.
(1) The term of operation of a partnership enterprise is years, counting from the date when the business license of the partnership enterprise is issued.
(2) A partnership enterprise may be dissolved under any of the following circumstances:
1. The partners are unwilling to continue the operation upon the expiration of the operation period stipulated in the partnership agreement;
2. All partners decide to dissolve;
3. Partners no longer have a quorum;
4. The partnership purpose agreed in the partnership agreement has been achieved or cannot be achieved;
5. The business license is revoked according to law;
6. Other reasons for the dissolution of the partnership as stipulated by laws and administrative regulations.
(3) When the partnership enterprise is dissolved, it shall be liquidated in accordance with the Partnership Enterprise Law, and after the liquidation, a liquidation report shall be prepared; After being signed and sealed by all partners, it shall be submitted to the enterprise registration authority for cancellation of partnership registration within 15 days.
Article 12 Liability for breach of contract.
(1) A partner who violates the partnership agreement shall be liable for breach of contract according to law.
(2) Disputes arising from the performance of the partnership agreement by partners can be settled through consultation or mediation; If the partners are unwilling to settle through negotiation or mediation, or negotiation or mediation fails, they may apply to an arbitration institution for arbitration or bring a lawsuit to a people's court.
Article 13 Other matters.
(1) This Agreement is made in duplicate, one for each partner and one for the partnership enterprise registration authority.
(II) This agreement is reached by all partners through consultation, and shall come into force as of the date of establishment of the partnership after being signed by the partners.
Signature of partner: ID number:
Signature of partner: ID number:
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