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Partnership Enterprise Law of China (2006)

合伙企业法

Type of laws Law

Issuing body Standing Committee of the National People's Congress

Promulgating date Aug 27, 2006

Effective date Jun 01, 2007

Validity status Valid

Scope of application Nationwide

Topic(s) Corporate Law/Enterprise Law

Editor(s) C. J. Observer

The Partnership Enterprise Law was promulgated in 1973, and amended in 2005 respectively. The latest revision entered into force on June 1, 2017.

There are 109 articles in total.

The key points are as follows:

1.A partnership enterprise means a general partnership enterprise or a limited partnership enterprise. (Article 2)

2.A general partnership enterprise is formed by general partners where every partner shall be jointly and severally liable without limit for the debts of the partnership enterprise. (Article 2)

3.A limited partnership enterprise is formed by general partners and limited partners where every general partner shall be jointly and severally liable without limit for the debts of the partnership enterprise and limited partners shall liable for the debts of the partnership enterprise up to their subscribed capital contribution. (Article 2)

4.Professional service organisations that provide fee-based professional and skilled services for clients may be established as a special general partnership enterprise. Where debts are incurred by the partnership enterprise as a result of one or more partners having acted intentionally or negligently in the course of providing professional services, the responsible partner(Article s) shall bear unlimited liability or unlimited liability jointly and severally, and the other partners shall be liable up to their respective share to property in the partnership enterprise. (Article 55 and 56)

5.Wholly State-owned and wholly State-funded companies, State-owned enterprises, listed companies and charitable institutions and social organisations shall not be general partners. (Article 3)

6.A partner must not request for the division of assets in a partnership enterprise prior to liquidation proceedings of the partnership enterprise. (Article 21)

This English translation comes from the Invest In China (Investment Promotion Agency of Ministry of Commerce) Website. In the near future, a more accurate English version translated by us will be available on China Laws Portal.