Chapter II General Partnership Enterprises

Section 1 Establishment of Partnership Enterprises

Article 14

The establishment of a partnership enterprise shall meet the following conditions:

(1) There are more than two partners. Partners who are natural persons shall have full capacity for civil conduct;

(2) Having a written partnership agreement;

(3) The amount of capital contribution subscribed or paid by the partners;

(4) Having the name of the partnership enterprise and the place of production and business operation;

(5) Other conditions stipulated by laws and administrative regulations.

Article 15

The name of a partnership enterprise shall be marked with the words "general partnership".

Article 16

Partners may contribute their capital in cash, in kind, intellectual property rights, land use rights or other property rights, or they may contribute their capital in labor services.

Where a partner contributes capital in kind, intellectual property rights, land use rights or other property rights, it may be determined by all partners through consultation, or it may be entrusted by all partners to a statutory appraisal agency for appraisal.

Where the partners contribute capital by labor services, the evaluation method shall be determined by all partners through consultation and agreed in the partnership agreement.

Article 17

Partners shall fulfill their capital contribution obligations in the manner, amount and payment period agreed in the partnership agreement.

Where capital contribution is made by non-monetary property, it shall be handled in accordance with the provisions of laws and administrative regulations. If it is really necessary to go through the formalities of property right transfer, it shall go through the formalities of property right transfer.

Article 18

The partnership agreement shall specify the following items:

(a) the name of the partnership and the location of the main business premises;

(2) the purpose and business scope of the partnership;

(3) the name and domicile of the partner;

(4) The mode, amount and duration of capital contribution of the partners;

(five) the way of profit distribution and loss sharing;

(six) the implementation of partnership affairs;

(7) Joining and quitting the partnership;

(8) dispute settlement methods;

(9) dissolution and liquidation of the partnership enterprise.

(10) Liability for breach of contract.

Article 19

The partnership 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.

Modifying or supplementing the partnership agreement shall be unanimously agreed by all partners; However, unless otherwise agreed in the partnership agreement.

Matters not stipulated or clearly stipulated in the partnership agreement shall be decided by the partners through consultation; If negotiation fails, it shall be handled in accordance with the provisions of this Law and other relevant laws and administrative regulations.

Section 2 Partnership Property

Article 20

The capital contribution of partners, income obtained in the name of the partnership and other property obtained according to law are the property of the partnership.

Article 21

Before the liquidation of the partnership, the partners may not request the division of the partnership's property; However, unless otherwise provided for in this Law.

Before the liquidation of the partnership, if the partners privately transfer or dispose of the property of the partnership, the partnership may not use the property against a bona fide third party.

Article 22

Unless otherwise agreed in the partnership agreement, 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.

When transferring all or part of the property share in the partnership between partners, the other partners shall be informed.

Article 23

Where a partner transfers his share of the property in the partnership to a person other than the partner, other partners have the preemptive right under the same conditions; However, unless otherwise agreed in the partnership agreement.

Article 24

If a person other than a partner receives a partner's share of property in the partnership enterprise according to law, he will become a partner of the partnership enterprise after the partnership agreement is amended, and enjoy rights and perform obligations in accordance with this Law and the amended partnership agreement.

Article 25

If a partner pledges his share of the property in the partnership, it must be unanimously agreed by the other partners; Without the unanimous consent of other partners, the behavior is invalid and causes losses to a bona fide third party, and the actor shall be liable for compensation according to law.

Section III Implementation of Partnership Affairs

Article 26 Partners shall enjoy equal rights in the execution of partnership affairs.

According to the partnership agreement or the decision of all partners, one or several partners may be entrusted to perform partnership affairs on behalf of the partnership enterprise;

If a legal person or other organization acts as a partner to carry out partnership affairs, it shall be carried out by its designated representative.

Article 27 If one or more partners are entrusted to perform partnership affairs in accordance with the provisions of the second paragraph of Article 26 of this Law, the other partners will no longer perform partnership affairs;

A partner who does not perform partnership affairs has the right to supervise the executive partner to perform partnership affairs.

Article 28 Where one or more partners carry out partnership affairs, the partners who carry out partnership affairs shall regularly report to the other partners on the implementation of the affairs and the operating and financial conditions of the partnership enterprise. The profits arising from the implementation of partnership affairs shall be owned by the partnership enterprise, and the expenses and losses incurred shall be borne by the partnership enterprise.

Partners have the right to consult the accounting books and other financial materials of the partnership to understand the operation and financial status of the partnership.

Article 29 Where a partner carries out partnership affairs alone, the partner who carries out partnership affairs may raise objections to the affairs carried out by other partners. When an objection is raised, the execution shall be suspended. Disputes shall be decided in accordance with the provisions of Article 30 of this Law.

If the partner entrusted to carry out the partnership affairs fails to carry out the affairs in accordance with the partnership agreement or the decisions of all the partners, the other partners may decide to cancel the entrustment.

Article 30 Partners shall make resolutions on matters related to the partnership enterprise in accordance with the voting method agreed in the partnership agreement. If the partnership agreement is not stipulated or clearly stipulated, the voting method of one person, one vote and more than half of all partners shall be implemented.

Where there are other provisions on the voting method of partnership enterprises in this Law, those provisions shall prevail.

Article 31 Unless otherwise agreed in the partnership agreement, the following matters of a partnership enterprise shall be unanimously agreed by all partners:

(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 32 A partner shall not engage in business competing with the partnership on his own account or in cooperation with others.

Unless otherwise agreed in the partnership agreement or unanimously agreed by all partners, partners may not conduct transactions with the partnership enterprise.

Partners shall not engage in activities that harm the interests of the partnership.

Article 33 The profit distribution and loss sharing of a partnership enterprise shall be handled in accordance with the partnership agreement. 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 allocate and share the capital contribution in proportion to the paid-in capital; If the proportion of capital contribution cannot be determined, it shall be equally distributed and shared by the partners.

The partnership agreement shall not stipulate that all profits shall be distributed to some partners or all losses shall be borne by some partners.

Article 34 Partners may increase or decrease their capital contribution to the partnership enterprise in accordance with the partnership agreement or upon the decision of all partners.

Article 35 The designated management personnel of the partnership enterprise shall perform their duties within the scope authorized by the partnership enterprise.

If the management personnel appointed by the partnership enterprise perform their duties beyond the scope authorized by the partnership enterprise, or cause losses to the partnership enterprise due to intentional or gross negligence in the course of performing their duties, they shall be liable for compensation according to law.

Article 36 A partnership enterprise shall establish financial and accounting systems in accordance with the provisions of laws and administrative regulations.

Section 4 Relationship between Partnership and Third Party

Article 37 A partnership enterprise shall not resist a bona fide third party to restrict its partners' rights to carry out partnership affairs and represent the partnership enterprise externally.

Article 38 A partnership enterprise shall first pay off its debts with all its assets.

Article 39 If a partnership enterprise fails to pay off its due debts, the partners shall bear unlimited joint liability.

Article 40 A partner shall bear unlimited joint and several liabilities, and if the amount of repayment exceeds the loss sharing ratio stipulated in the first paragraph of Article 33 of this Law, he shall have the right to recover from other partners.

Article 41 Where a partner has debts unrelated to the partnership, the relevant creditors may not offset their debts to the partnership with their creditor's rights; Nor shall they subrogate to the rights of the partners of the partnership.

Article 42 If a partner's own property is insufficient to pay off his debts unrelated to the partnership, he may use his income in the partnership to pay off; The creditor may also request the people's court to enforce the partner's share of property in the partnership to pay off the debts according to law.

When the people's court enforces the partners' share of property, it shall notify all partners, and other partners have the preemptive right; If other partners have not purchased the property and do not agree to transfer the share of the property to others, they shall handle the settlement of withdrawing shares for the partner or reducing the corresponding share of the property for the partner in accordance with the provisions of Article 51 of this Law.

Section 5 Admission and Withdrawal

Article 43 Unless otherwise agreed in the partnership agreement, the new partner shall be unanimously agreed by all the partners, 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 and financial conditions of the original partnership.

Article 44 The new partner who joins the partnership enjoys the same rights and assumes the same responsibilities as the original partner. If there are other provisions in the occupation agreement, such provisions shall prevail.

Before joining the partnership, the new partner shall bear unlimited joint and several liabilities for the debts of the partnership.

Article 45 If the partnership term is stipulated in the partnership agreement, during the duration of the partnership, the partners may withdraw from the partnership under any of the following circumstances:

(1) Reasons for withdrawing from the partnership agreement appear;

(2) With the unanimous consent of all partners;

(3) It is difficult for the partners to continue to participate in the partnership;

(4) Other partners seriously violate the obligations stipulated in the partnership agreement.

Article 46 If the partnership term is not stipulated in the partnership agreement, the partners may withdraw from the partnership without affecting the implementation of the partnership affairs, but they shall notify the other partners 30 days in advance.

Article 47 If a partner withdraws from the partnership in violation of the provisions of Article 45 and Article 46 of this Law, he shall compensate for the losses caused to the partnership.

Article 48 In any of the following circumstances, the partner will of course quit the partnership:

(1) The natural person as a partner dies or is declared dead according to law;

(2) the individual loses the ability to pay off debts;

(3) A legal person or other organization as a partner has its business license revoked, ordered to close down, revoked or declared bankrupt according to law;

(four) the law or partnership agreement stipulates that partners must have relevant qualifications and lose their qualifications;

(5) All the property shares of the partners in the partnership enterprise shall be enforced by the people's court.

If 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 49 Under any of the following circumstances, a resolution may be made to remove a partner upon unanimous consent of the other partners:

(1) Failing to fulfill the obligation of capital contribution;

(2) Causing losses to the partnership enterprise due to intentional or gross negligence.

(three) there is misconduct in the implementation of partnership affairs;

(4) The reasons agreed in the partnership agreement appear.

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 50 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 according to the partnership agreement or with the unanimous consent of all partners.

In any of the following circumstances, the partnership enterprise shall return the property share of the inherited partner to the successor of the partner:

(a) the heir is unwilling to become a partner;

(two) the law or the partnership agreement stipulates that the partners must have the relevant qualifications, but the heirs have not obtained the qualifications;

(3) Other circumstances in which the partnership agreement stipulates that it cannot become a 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.

Article 51 If a partner withdraws from the partnership, the other partners shall conduct liquidation with the withdrawing partner according to the property status of the partnership at the time of withdrawal, and return the property share of the withdrawing partner. If the quitter is responsible for the losses caused by the partnership, the amount of compensation should be deducted accordingly.

If there are unfinished partnership affairs when quitting the partnership, the settlement will be made after the affairs are settled.

Article 52 The way of returning the quitter's share of property in the partnership enterprise shall be stipulated in the partnership agreement or decided by all partners, and cash or kind may be returned.

Article 53 A quitter shall bear unlimited joint and several liability for the debts of the partnership caused by the reasons before his withdrawal.

Article 54 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 the first paragraph of Article 33 of this Law.

Section 6 Special General Partnership Enterprises

Fifty-fifth professional service institutions that provide paid services to customers with professional knowledge and skills can be established as special general partnerships.

Special general partnership refers to the general partnership in which the partners bear the responsibilities in accordance with the provisions of Article 57 of this Law.

The provisions of this section apply to special general partnerships; Where there are no provisions in this section, the provisions in sections 1 to 5 of this chapter shall apply.

Article 56 The name of a special general partnership enterprise shall be marked with the words "special general partnership".

Article 57 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 58. After the partners bear the external liabilities for the debts incurred due to intentional or gross negligence in their practice activities with the property of the partnership, they shall be liable for the losses caused by the partnership in accordance with the partnership agreement.

Article 59 A special general partnership enterprise shall set up a practice risk fund to handle occupational insurance.

The practice risk fund is used to pay the debts arising from the partners' practice activities. The practice risk fund shall be managed separately. Specific management measures shall be formulated by the city.