Article 1

In order to regulate the behavior of partnerships, protect the legitimate rights and interests of partnerships and their partners and creditors, maintain social and economic order, and promote the development of the socialist market economy, Enact this law.

Article 2

Partnerships as mentioned in this Law refer to general partnerships and limited partnerships established in China by natural persons, legal persons and other organizations in accordance with this Law.

A general partnership is composed of general partners, who bear unlimited joint and several liability for the debts of the partnership. If this Law has special provisions on the form of liability of the general partner, such provisions shall prevail.

A limited partnership is composed of general partners and limited partners. The general partners bear unlimited joint and several liability for the debts of the partnership, and the limited partners bear liability for the debts of the partnership to the extent of their subscribed capital contributions. .

Article 3

Wholly state-owned companies, state-owned enterprises, listed companies, public welfare institutions, and social groups are not allowed to become general partners.

Article 4

A partnership agreement shall be concluded in writing by all partners through consensus in accordance with the law.

Article 5

When entering into a partnership agreement or establishing a partnership enterprise, the principles of voluntariness, equality, fairness, and good faith shall be followed.

Article 6

Income from production and operation and other income of a partnership shall be paid income tax separately by the partners in accordance with relevant national tax regulations.

Article 7

Partnerships and their partners must abide by laws and administrative regulations, abide by social ethics and business ethics, and assume social responsibilities.

Article 8

The legal property and rights and interests of a partnership enterprise and its partners shall be protected by law.

Article 9

To apply for the establishment of a partnership, a registration application, partnership agreement, partner identity certificate and other documents shall be submitted to the enterprise registration authority;

If the business scope of a partnership includes items that require approval before registration according to laws and administrative regulations, the business must be approved in accordance with the law, and approval documents must be submitted at the time of registration.

Article 10

If the registration application materials submitted by the applicant are complete and comply with the legal form, and the enterprise registration authority is able to register on the spot, it shall register on the spot and issue a business license.

Except for the circumstances specified in the preceding paragraph, the enterprise registration authority shall make a decision on whether to register within 20 days from the date of accepting the application. If it is registered, a business license shall be issued; if it is not registered, a written reply shall be given and the reasons shall be explained.

Article 11

The date of issuance of the business license of a partnership enterprise shall be the date of establishment of the partnership enterprise.

Before the partnership obtains a business license, partners shall not engage in partnership business in the name of the partnership.

Article 12

When a partnership enterprise establishes a branch, it shall apply for registration to the enterprise registration authority where the branch is located and obtain a business license.

Article 13

If there is a change in the registration matters of a partnership enterprise, the partners performing partnership affairs shall report to the enterprise within 15 days from the date when the decision to change is made or the reason for the change occurs. The registration authority applies for change registration. Section 1 Establishment of a Partnership Enterprise

Article 14

To establish a partnership enterprise, the following conditions must be met:

(1) There are two or more partners. If a partner is a natural person, he shall have full capacity for civil conduct;

(2) There is a written partnership agreement;

(3) There is a capital contribution subscribed or actually paid by the partner;< /p>

(4) Have the name and production and business location of the partnership;

(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 capital in currency, physical objects, intellectual property rights, land use rights or other property rights, or they may contribute capital in the form of labor services.

If partners contribute capital in kind, intellectual property rights, land use rights or other property rights, and the price needs to be evaluated, it can be determined through consultation by all partners, or all partners can entrust a statutory evaluation agency to conduct evaluation.

If a partner contributes capital through labor services, the evaluation method shall be determined through consultation among all partners and shall be stated in the partnership agreement.

Article 17

Partners shall fulfill their capital contribution obligations in accordance with the capital contribution method, amount and payment period stipulated in the partnership agreement.

If capital contribution is made with non-monetary property, if it is necessary to go through the transfer procedures of property rights in accordance with the provisions of laws and administrative regulations, it shall be done in accordance with the law.

Article 18

The partnership agreement shall specify the following matters:

(1) The name of the partnership enterprise and the location of its main business premises;

(2) Partnership purpose and partnership business scope;

(3) Name and address of partners;

(4) Partner’s method and amount of capital contribution and payment period;

(5) Profit distribution and loss sharing methods;

(6) Execution of partnership affairs;

(7) Joining and withdrawing from partnership ;

(8) Dispute resolution;

(9) Dissolution and liquidation of partnership;

(10) Liability for breach of contract.

Article 19

The partnership agreement shall come into effect after being signed and sealed by all partners. Partners enjoy rights and perform obligations according to the partnership agreement.

Amending or supplementing the partnership agreement shall require the unanimous consent of all partners; however, unless otherwise stipulated in the partnership agreement.

Matters that are not stipulated in the partnership agreement or are unclearly stipulated shall be decided by the partners through negotiation; if the negotiation fails, the matter shall be handled in accordance with the provisions of this Law and other relevant laws and administrative regulations.

Section 2 Partnership Property

Article 20

Partners’ capital contributions, income obtained in the name of the partnership and other property acquired in accordance with the law, are the property of the partnership.

Article 21

Partners may not request the division of property of the partnership before the partnership is liquidated; however, unless otherwise provided in this law.

If a partner privately transfers or disposes of partnership property before the partnership is liquidated, the partnership shall not use this against a bona fide third party.

Article 22

Except as otherwise provided in the partnership agreement, when a partner transfers all or part of his property share in the partnership to a person other than a partner, he must With the unanimous consent of the other partners.

When partners transfer all or part of their property shares in a partnership enterprise, they must notify the other partners.

Article 23

If a partner transfers his share of property in the partnership to a person other than a partner, under the same conditions, the other partners have the first right to purchase ; However, unless otherwise stipulated in the partnership agreement.

Article 24

If a person other than a partner receives a partner's property share in the partnership in accordance with the law, he or she will become a partner of the partnership upon modification of the partnership agreement. Enjoy rights and perform obligations in accordance with this Law and the revised partnership agreement.

Article 25

If a partner pledges his property share in the partnership, he must obtain the unanimous consent of the other partners; without the unanimous consent of the other partners, If the act is invalid and causes losses to a bona fide third party, the actor shall be liable for compensation in accordance with the law.

Section 3: Execution of Partnership Affairs

Article 26: Partners have equal rights to execute partnership affairs.

In accordance with the provisions of the partnership agreement or upon the decision of all partners, one or several partners may be entrusted to represent the partnership externally and perform partnership affairs;

Legal persons and other partners who are partners If the organization performs partnership affairs, it shall be performed by its appointed representatives.

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

< p>Partners who do not perform partnership affairs have the right to supervise the execution of partnership affairs by the partners who are performing partnership affairs.

Article 28 If one or several partners execute partnership affairs, the executive partner shall regularly report to other partners the execution of affairs and the operating and financial status of the partnership. The income generated by the firm belongs to the partnership, and the expenses and losses incurred are borne by the partnership.

In order to understand the operating status and financial status of the partnership, partners have the right to inspect financial information such as the partnership's accounting books.

Article 29: If partners perform partnership affairs separately, the executive partner may raise objections to the affairs performed by other partners. When an objection is raised, the execution of the matter shall be suspended. If a dispute arises, a decision shall be made in accordance with the provisions of Article 30 of this Law.

If a partner who is entrusted to perform partnership affairs does not perform the affairs in accordance with the partnership agreement or the decision of all partners, the other partners may decide to revoke the entrustment.

Article 30: Partners make resolutions on matters related to the partnership enterprise in accordance with the voting methods stipulated in the partnership agreement. If there is no stipulation in the partnership agreement or the stipulation is unclear, the voting method of one partner, one vote and approval by more than half of all partners shall be implemented.

If this Law has other provisions on the voting methods of a partnership enterprise, such provisions shall prevail.

Article 31 Unless otherwise stipulated in the partnership agreement, the following matters of a partnership enterprise shall be subject to the unanimous consent of all partners:

(1) Changing the name of the partnership enterprise;< /p>

(2) Change the partnership’s business scope and the location of its main business premises;

(3) Dispose of the partnership’s real estate;

(4) Transfer or Dispose of the partnership's intellectual property rights and other property rights;

(5) Provide guarantees for others in the name of the partnership;

(6) Appoint persons other than partners to serve as partners of the partnership Operations managers.

Article 32: Partners shall not operate business on their own or in cooperation with others that competes with the partnership.

Except as otherwise stipulated in the partnership agreement or with the unanimous consent of all partners, partners may not conduct transactions with the partnership.

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

Article 33 The profit distribution and loss sharing of a partnership shall be handled in accordance with the stipulations in the partnership agreement; if there is no stipulation in the partnership agreement or the stipulation is unclear, it shall be decided by the partners through negotiation; if the negotiation fails, the partnership shall The partners shall allocate and share according to the proportion of their paid-in capital contribution; if the proportion of capital contribution cannot be determined, the partners shall distribute and share equally.

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

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 appointed business managers of a partnership enterprise shall perform their duties within the scope of authorization of the partnership enterprise.

If an employed operating manager of a partnership enterprise performs his duties beyond the scope of authorization of the partnership enterprise, or causes losses to the partnership enterprise due to intentional or gross negligence in the course of performing his duties, he shall bear liability for compensation in accordance with the law.

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

Section 4 Relationship between the Partnership and Third Parties

Article 37 The restrictions imposed by a partnership on the rights of partners to perform partnership affairs and represent the partnership externally shall not conflict with the good faith provisions of the partnership. Three people.

Article 38: A partnership shall first pay off its debts with all of its property.

Article 39: If a partnership cannot pay off its due debts, the partners shall bear unlimited joint and several liability.

Article 40: If a partner bears unlimited joint and several liability and the amount of repayment exceeds his loss sharing ratio stipulated in Article 33, Paragraph 1 of this Law, he shall have the right to recover compensation from other partners.

Article 41: If a partner incurs debts that have nothing to do with the partnership, the relevant creditors shall not use their claims to offset their debts to the partnership; nor may they exercise the partners' rights in the partnership by subrogation.

Article 42 If a partner’s own property is insufficient to pay off his debts that have nothing to do with the partnership, the partner may use the proceeds he or she receives from the partnership to pay off the debt; creditors may also Request the People's Court to enforce the partner's property share in the partnership for repayment in accordance with the law.

When the people's court enforces a partner's share of property, it shall notify all partners that other partners have the right of first refusal; if other partners do not purchase and do not agree to transfer the property share to others, In accordance with the provisions of Article 51 of this Law, handle the settlement for the partner's withdrawal from the partnership, or handle the settlement for the reduction of the partner's corresponding property share.

Section 5: Joining and Withdrawing from a Partnership

Article 43: Unless otherwise agreed in the partnership agreement, the joining of a new partner shall be subject to the unanimous consent of all partners and a written agreement shall be signed in accordance with the law. Joining Agreement.

When entering into a partnership agreement, the original partners shall truthfully inform the new partners of the operating conditions and financial status of the original partnership.

Article 44: New partners who join a partnership enjoy the same rights and bear the same responsibilities as the original partners. If there are other provisions in the partnership agreement, such provisions shall prevail.

The new partners bear unlimited joint and several liability for the debts of the partnership before joining.

Article 45 If the partnership agreement stipulates the partnership term, during the existence of the partnership, if one of the following circumstances occurs, the partners may withdraw from the partnership:

(1) The partnership agreement stipulates Reasons for withdrawal from the partnership arise;

(2) With the unanimous consent of all partners;

(3) Reasons that make it difficult for a partner to continue to participate in the partnership occur;

( 4) Other partners seriously violate their obligations under the partnership agreement.

Article 46 If the partnership agreement does not stipulate the partnership term, a partner may withdraw from the partnership provided that it does not adversely affect the execution of the partnership's affairs, but must notify other partners thirty days in advance.

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

Article 48 If a partner falls under any of the following circumstances, he or she will naturally withdraw from the partnership:

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

(2) The individual loses his or her ability to repay debts;

(3) The legal person or other organization as a partner has its business license revoked, ordered to close down, cancelled, or declared bankrupt in accordance with the law;

(4) The law stipulates or the partnership agreement stipulates that a partner must have relevant qualifications and loses such qualifications;

(5) The partner's entire property share in the partnership enterprise is enforced by the people's court.

If a partner is determined to be a person without capacity for civil conduct or a person with limited capacity for civil conduct in accordance with the law, he may be converted into a limited partner in accordance with the law with the unanimous consent of the other partners, and a general partnership shall be converted into a limited partnership in accordance with the law. . If the other partners fail to unanimously agree, the partner without capacity for civil conduct or with limited capacity for civil conduct shall withdraw from the partnership.

The date when the reason for withdrawal actually occurs is the effective date of withdrawal.

Article 49 If a partner has any of the following circumstances, he may be removed by resolution with the unanimous consent of other partners:

(1) Failure to perform capital contribution obligations;< /p>

(2) Cause losses to the partnership due to intention or gross negligence;

(3) Improper behavior when executing partnership affairs;

(4) Occurrence The reasons specified in the partnership agreement.

The decision to remove a partner must be notified in writing to the person being removed. On the day when the person to be removed receives the notice of removal, the removal will take effect and the person to be removed will withdraw from the partnership.

If the person being removed has objections to the removal resolution, he or she may file a lawsuit with the People's Court within thirty days from the date of receipt of the removal notice.

Article 50 If a partner dies or is declared dead in accordance with the law, the heir who has the legal inheritance rights to the partner’s property share in the partnership enterprise shall, in accordance with the partnership agreement or with the unanimous consent of all partners, , obtain the qualification of a partner of the partnership from the date of inheritance.

In any of the following circumstances, the partnership shall return the inherited partner’s property share to the partner’s heirs:

(1) The heir is unwilling to become a partner;

p>

(2) The law stipulates or the partnership agreement stipulates that partners must have relevant qualifications, but the heir has not obtained the qualifications;

(3) The partnership agreement stipulates that other circumstances prohibit the partner from becoming a partner.

If the heir of a partner is a person without capacity for civil conduct or a person with limited capacity for civil conduct, he may become a limited partner in accordance with the law with the unanimous consent of all partners, and the general partnership shall be converted into a limited partnership in accordance with the law. If all partners fail to unanimously agree, the partnership shall return the property share of the inherited partner to the heir.

Article 51: When a partner withdraws from the partnership, the other partners shall settle with the withdrawing partner based on the property status of the partnership at the time of withdrawal, and return the withdrawing partner's share of the property. If a withdrawing partner is liable for compensation for the losses caused to the partnership, the amount of compensation he should compensate shall be deducted accordingly.

If there are unsettled partnership affairs at the time of withdrawal, settlement will be carried out after the affairs are settled.

Article 52: The method for returning the property share of a withdrawing partner in a partnership enterprise shall be stipulated in the partnership agreement or decided by all partners, and may be refunded in currency or in kind.

Article 53: A withdrawing partner shall bear unlimited joint and several liability for the debts of the partnership incurred due to 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 partners shall share the losses in accordance with the provisions of Article 33, Paragraph 1 of this Law.

Section 6 Special General Partnerships

Article 55 Professional service organizations that provide paid services to clients with professional knowledge and expertise may be established as special general partnerships enterprise.

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

The provisions of this section shall apply to special general partnerships; if there is no provision in this section, the provisions of Sections 1 to 5 of this Chapter shall apply.

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

Article 57 If a partner or several partners cause debts of the partnership enterprise intentionally or due to gross negligence during their business activities, they shall bear unlimited liability or unlimited joint and several liability. Liability is limited to the share of property in the partnership.

All partners shall bear unlimited joint liability for debts of the partnership and other debts of the partnership that are not caused intentionally or grossly negligently during the practice activities of the partners.

Article 58: After a partner bears liability for partnership debts caused intentionally or grossly negligently in the course of his business activities with partnership property, the partner shall reimburse the partnership in accordance with the partnership agreement. shall be liable for compensation for any losses caused.

Article 59: Special general partnerships shall establish professional risk funds and obtain professional insurance.

The practice risk fund is used to repay debts incurred by partners due to their practice activities. Practice risk funds shall be managed in separate accounts. Specific management measures shall be stipulated by the State Council.

Article 60 The provisions of this Chapter shall apply to limited partnerships and their partners; if there are no provisions in this Chapter, the provisions of Sections 1 to 5 of Chapter 2 of this Law shall apply to general partnerships and their partners.

Article 61 A limited partnership shall be established by more than two but not more than fifty partners; however, unless otherwise provided by law.

A limited partnership must have at least one general partner.

Article 62: The name of a limited partnership enterprise shall be marked with the word "limited partnership".

Article 63 In addition to complying with the provisions of Article 18 of this Law, a partnership agreement shall also specify the following matters:

(1) General partners and limited partners name and address;

(2) The conditions and selection procedures that an executive partner should have;

(3) The authority of an executive partner and the handling of breach of contract;< /p>

(4) Conditions for removal and replacement procedures for executive partners;

(5) Conditions, procedures and related responsibilities for limited partners to join and withdraw from partnership;

(6) Procedures for the mutual transformation of limited partners and general partners.

Article 64: Limited partners may make capital contributions using currency, physical objects, intellectual property rights, land use rights or other property rights.

Limited partners are not allowed to contribute capital through labor services.

Article 65: Limited partners shall pay their capital contributions in full and on time as stipulated in the partnership agreement; if they fail to pay in full and on time, they shall bear the obligation to make additional payments and bear liability for breach of contract to other partners.

Article 66: The registration matters of a limited partnership shall state the names of the limited partners and the amount of capital contributions subscribed.

Article 67: The general partners of a limited partnership shall perform partnership affairs. The partner who executes the affairs may request that the remuneration for executing the affairs and the method of extracting the remuneration be determined in the partnership agreement.

Article 68: Limited partners who do not perform partnership affairs shall not represent the limited partnership externally.

The following actions of a limited partner are not considered to be executing partnership affairs:

(1) Participating in the decision of the general partner to join or withdraw from the partnership;

(2) Make suggestions on the operation and management of the enterprise;

(3) Participate in the selection of accounting firms to undertake the audit business of limited partnerships;

(4) Obtain the audited financial accounting of limited partnerships Report;

(5) Check the limited partnership’s financial accounting books and other financial information for situations involving one’s own interests;

(6) When the interests in the limited partnership are infringed upon , assert rights or file a lawsuit against the responsible partners;

(7) When the executive partner fails to exercise his rights, urge him to exercise his rights or file a lawsuit in his own name for the benefit of the enterprise;

(8) Provide guarantee for the enterprise in accordance with the law.

Article 69: A limited partnership shall not distribute all profits to some partners; however, unless otherwise stipulated in the partnership agreement.

Article 70: Limited partners may conduct transactions with the limited partnership; however, unless otherwise stipulated in the partnership agreement.

Article 71 A limited partner may operate business on his own or in partnership with others that competes with the limited partnership; however, unless otherwise stipulated in the partnership agreement.

Article 72: Limited partners may pledge their property shares in the limited partnership; however, unless otherwise agreed in the partnership agreement.

Article 73: A limited partner may transfer its share of property in a limited partnership to a person other than a partner in accordance with the partnership agreement, but must notify other partners thirty days in advance.

Article 74 If a limited partner’s own property is insufficient to pay off its debts that have nothing to do with the partnership, the partner may use the proceeds he or she receives from the limited partnership to pay off the debt; creditors You can also request the People's Court to enforce the partner's property share in the limited partnership for repayment according to law.

When the people's court enforces the property share of a limited partner, it shall notify all partners. Under the same conditions, other partners have the right of first refusal.

Article 75 If a limited partnership has only limited partners left, it shall be dissolved; if a limited partnership has only general partners left, it shall be converted into a general partnership.

Article 76: If a third party has reason to believe that a limited partner is a general partner and conducts transactions with him, the limited partner shall bear the same liability for the transaction as the general partner.

If a limited partner conducts transactions with others in the name of a limited partnership without authorization, causing losses to the limited partnership or other partners, the limited partner shall be liable for compensation.

Article 77: A newly joined limited partner shall bear liability for the debts of the limited partnership before joining the partnership to the extent of the capital contribution it has subscribed.

Article 78 If a limited partner falls under any of the circumstances listed in the first, third to fifth items of paragraph 1 of Article 48 of this Law, he shall naturally withdraw from the partnership.

Article 79: If a natural person who is a limited partner loses his capacity for civil conduct during the existence of a limited partnership, other partners may not require him to withdraw from the partnership.

Article 80 When a natural person who is a limited partner dies, is declared dead according to law, or a legal person or other organization that is a limited partner terminates, his heirs or rights holders may obtain the limited partner’s rights in accordance with the law. Qualifications in Limited Partnerships.

Article 81: After a limited partner withdraws from the partnership, he shall be liable for the debts of the limited partnership incurred due to reasons before his withdrawal from the partnership, and shall bear liability for the property recovered from the limited partnership at the time of withdrawal.

Article 82 Unless otherwise provided in the partnership agreement, the conversion of a general partner into a limited partner, or a limited partner into a general partner, must be subject to the unanimous consent of all partners.

Article 83: A limited partner who is converted into a general partner shall bear unlimited joint and several liability for the debts incurred by the limited partnership during his period as a limited partner.

Article 84 If a general partner is converted into a limited partner, he shall bear unlimited joint and several liability for the debts incurred by the partnership during his period as a general partner. Article 85 A partnership enterprise shall be dissolved if any of the following circumstances occurs:

(1) The partnership term expires and the partners decide not to operate the business any more;

(2) Partnership agreement The agreed reasons for dissolution appear;

(3) All partners decide to dissolve;

(4) The partners have not had a quorum for thirty days;

(5) The partnership purpose stipulated in the partnership agreement has been achieved or cannot be achieved;

(6) The business license has been revoked, ordered to close or revoked in accordance with the law;

(7) Legal, Other reasons specified in administrative regulations.

Article 86 When a partnership enterprise is dissolved, liquidation shall be carried out by the liquidator.

The liquidator shall be appointed by all partners; with the consent of more than half of all partners, one or several partners may be appointed, or a third party may be entrusted, to assume the role of liquidator within fifteen days from the occurrence of the cause for dissolution of the partnership. people.

If a liquidator has not been determined within fifteen days from the date of the occurrence of the reasons for the dissolution of the partnership enterprise, the partners or other interested parties may apply to the people's court to designate a liquidator.

Article 87 The liquidator shall perform the following affairs during the liquidation period:

(1) Clean up the partnership property and prepare a balance sheet and property list respectively;

< p>(2) Handle the unfinished affairs of the partnership related to liquidation;

(3) Pay the taxes owed;

(4) Clear out the claims and debts;

p>

(5) Dispose of the remaining property after the partnership has paid off its debts;

(6) Participate in litigation or arbitration activities on behalf of the partnership.

Article 88 The liquidator shall notify creditors of the dissolution of the partnership within ten days from the date of being determined, and shall make an announcement in a newspaper within sixty days. Creditors shall declare their claims to the liquidator within thirty days from the date of receipt of the notice, or within forty-five days from the date of announcement if the notice is not received.

When declaring a creditor's right, a creditor shall explain the relevant matters of the creditor's right and provide supporting materials. The liquidator shall register the claims.

During liquidation, the partnership shall continue to exist, but shall not carry out business activities unrelated to liquidation.

Article 89 The remaining property of a partnership enterprise after payment of liquidation expenses, employee wages, social insurance fees, statutory compensation, payment of owed taxes, and settlement of debts shall be treated in accordance with Article 30 of this Law. Allocate according to the provisions of Article 3, Paragraph 1.

Article 90 After the liquidation is completed, the liquidator shall prepare a liquidation report, and after it is signed and sealed by all partners, submit the liquidation report to the enterprise registration authority within 15 days and apply for deregistration of the partnership enterprise. .

Article 91: After a partnership is cancelled, the original general partners shall still bear unlimited joint and several liability for the debts of the partnership during its existence.

Article 92: If a partnership cannot pay off its due debts, the creditors may file a bankruptcy liquidation application with the People's Court in accordance with the law, or require the general partners to pay off the debts.

If a partnership is declared bankrupt in accordance with the law, the general partners shall still bear unlimited joint and several liability for the debts of the partnership. Article 93 Anyone who violates the provisions of this Law by submitting false documents or using other deceptive means to obtain partnership registration shall be ordered by the enterprise registration authority to make corrections and be fined not less than RMB 5,000 but not more than RMB 50,000; if the circumstances are serious, the enterprise shall be revoked registration, and shall be fined not less than 50,000 yuan but not more than 200,000 yuan.

Article 94 If a partnership enterprise violates the provisions of this Law and fails to indicate the words "general partnership", "special general partnership" or "limited partnership" in its name, the enterprise registration authority shall order it to make corrections within a time limit. , a fine of not less than RMB 2,000 but not more than RMB 10,000 shall be imposed.

Article 95 Whoever violates the provisions of this Law by engaging in partnership business in the name of a partnership enterprise or a branch of a partnership enterprise without obtaining a business license shall be ordered to stop by the enterprise registration authority and fined not less than RMB 5,000 and 5,000 yuan. A fine of less than 10,000 yuan.

When a partnership enterprise's registration matters are changed and the change registration is not carried out in accordance with the provisions of this Law, the enterprise registration authority shall order the registration within a time limit; if the registration is not registered within the time limit, a fine of not less than 2,000 yuan but not more than 20,000 yuan shall be imposed.

If a partnership enterprise's registration matters change and the partner performing partnership affairs fails to apply for change registration within the time limit, he shall compensate for the losses caused to the partnership enterprise, other partners or bona fide third parties.

Article 96: A partner performs partnership affairs, or a partnership employee takes advantage of his or her position to appropriate the interests that should belong to the partnership for himself, or uses other means to misappropriate the property of the partnership If any, the interests and property shall be returned to the partnership; if any losses are caused to the partnership or other partners, they shall be liable for compensation in accordance with the law.

Article 97 If a partner handles matters without authorization that must be executed with the unanimous consent of all partners as stipulated in this Law or in the partnership agreement, causing losses to the partnership or other partners, he shall bear compensation in accordance with the law. responsibility.

Article 98 If a partner who does not have the power to execute affairs executes partnership affairs without authorization and causes losses to the partnership enterprise or other partners, he shall be liable for compensation in accordance with the law.

Article 99 If a partner violates the provisions of this Law or the partnership agreement and engages in business that competes with the partnership or conducts transactions with the partnership, the income shall belong to the partnership; If a partnership or other partners cause losses, they shall be liable for compensation in accordance with the law.

Article 100: If the liquidator fails to submit a liquidation report to the enterprise registration authority in accordance with this Law, or if the liquidation report conceals important facts or contains major omissions, the enterprise registration authority shall order corrections. The resulting expenses and losses shall be borne and compensated by the liquidator.

Article 101 If the liquidator performs liquidation affairs and obtains illegal income or misappropriates property of the partnership enterprise, the income and misappropriated property shall be returned to the partnership enterprise; any loss shall be caused to the partnership enterprise or other partners. , bear liability for compensation in accordance with the law.

Article 102: The liquidator violates the provisions of this Law by concealing or transferring the property of a partnership, making false records on the balance sheet or property list, or distributing property before paying off debts, thus harming the interests of creditors. , bear liability for compensation in accordance with the law.

Article 103 If a partner violates the partnership agreement, he shall bear liability for breach of contract in accordance with the law.

If a dispute arises between partners in the performance of the partnership agreement, the partners can resolve it through negotiation or mediation. If you are unwilling to resolve the matter through negotiation or mediation or if negotiation or mediation fails, you may apply to an arbitration institution for arbitration in accordance with the arbitration clause stipulated 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, you may file a lawsuit in the People's Court.

Article 104: Any staff member of the relevant administrative agency who violates the provisions of this Law, abuses his power, engages in malpractice for personal gain, accepts bribes, or infringes upon the legitimate rights and interests of a partnership shall be subject to administrative sanctions in accordance with the law.

Article 105: Anyone who violates the provisions of this law and constitutes a crime shall be investigated for criminal responsibility in accordance with the law.

Article 106: Anyone who violates the provisions of this Law shall bear civil liability for compensation and pay fines and fines. If his property is insufficient to pay both, he shall bear civil liability for compensation first. Article 107: If a non-enterprise professional service institution adopts a partnership system in accordance with relevant laws, the liability of its partners may be governed by the provisions of this Law on the liability of partners of special general partnerships.

Article 108: The administrative measures for foreign enterprises or individuals to establish partnerships in China shall be stipulated by the State Council.

Article 109 This Law shall come into effect on June 1, 2007.

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