Released by virtue of Decree No. 236 of the State Council of
the People's Republic of China on November 19 1997, and
modified according to the Decision of the State Council on
Modifying the Regulations on the Administration of
Registration of Partnership Enterprises made on May 9 2007.
Chapter I - General Provisions
Article 1. The regulations have been formulated in
compliance with the Partnership Business Law of the People's
Republic of China with a view to verifying the
qualifications and standardising the registration of
partnership businesses.
Article 2. A partnership business shall go through
registration procedures according to the Partnership
Business Law and this set of regulations upon its
establishment, alteration or cancellation.
The applicant shall be held accountable for the
authenticity of the application materials when applying to
handle the registration of a partnership enterprise.
Article 3. A partnership business shall start operation
only after going through the required registration and
approval procedures and obtaining the business license.
Article 4. Administrative departments for industry and
commerce shall be the organs of registration for partnership
businesses (hereinafter referred to as "enterprise
registration authority"). The administrative department of
the State Council in charge of industry and commerce shall
be responsible for the registration of partnership
businesses in the whole country.
Administrations for industry and commerce of cities and
counties shall be responsible for the registration of
partnership businesses in the areas of their respective
jurisdiction.
The administrative department of the State Council in
charge of industry and commerce may make special provisions
regarding the jurisdiction of registration of special types
of ordinary partnership businesses and limited liability
partnership enterprises.
In cases where laws or administrative regulations have
specific provisions on the jurisdiction of registration of
partnership businesses, such provisions shall prevail.
Chapter II - Establishment Registration
Article 5. The establishment of a partnership business
shall be provided for with the requirements as prescribed in
the Partnership Business Law.
Article 6. In registration for a partnership business,
the following items shall be included:
1. Name,
2. Principal business site,
3. Executive partners,
4. Business scope,
5. Type of partnership business,
6. The names and domiciles of partners, means of sharing
of responsibilities, size of contribution committed or
actually made, duration of payment, ways of contribution,
and ways of assessment.
In cases where the partnership agreement specifies the
duration of partnership, the registration items shall also
include the duration of partnership.
In cases where the executive partner is a legal person or
other organisation, the registration items shall include the
representatives appointed by the legal person or other
organisations (hereinafter referred to as "representative").
Article 7. The organisation form in the name of a
partnership business shall either have the words Ordinary
Partnership, Special Ordinary Partnership or Limited
Liability Partnership, and shall conform to the provisions
of the State on registration of names of businesses.
Article 8. A partnership business registered with the
enterprise registration authority can only have one
principal business site and shall be within the jurisdiction
of the said enterprise registration authority.
Article 9. In cases where the partnership agreement does
not specify or all the partners do not decide to entrust an
executive partner, all partners will be considered as
executive partners.
Limited liability partners can not become executive
partners.
Article 10. The type of partnership enterprises includes
both ordinary partnership (including special ordinary
partnership) and limited liability partnership businesses.
Article 11. When establishing a partnership business, a
representative or a proxy shall be designated by all
partners to file an application and go through the
registration procedures with the business registration
authority.
When applying for the establishment of a partnership
business, the following documents should be submitted to the
registration authority:
1. Registration application signed by all partners;
2. Identification of all partners;
3. Power of attorney for the representative or the proxy
designated by all partners;
4. The partnership agreement;
5. Letter of confirmation issued by all partners for the
contribution commitment or actual payment of contribution of
each partner;
6. Certificate of principal site of operation; and
7. Other documents as required by the administrative
department of the State Council in charge of industry and
commerce.
For cases in which the establishment of the partnership
business has to go through the examination and approval
procedures according to laws and administrative decrees,
relevant documents of approval should be submitted during
the registration.
Article 12. In cases where items listed in the business
scope of a partnership business are subject to approval
before registration as specified by laws, administrative
regulations or decrees of the State Council, the approval
documents shall be provided to the business registration
authority.
Article 13. In cases where all partners decide to entrust
an executive partner, they shall provide to the business
registration authority a power of attorney of all partners.
In cases where the executive partner is a legal person or
other organisation, the power of attorney and identification
of the representative designed by it shall also be provided.
Article 14. In the case of contribution in the form of
kind, intellectual property, land use right or other
properties or rights, and the pricing of such is decided
jointly by all partners through consultation, the letter of
confirmation signed by all partners for the contractual
pricing shall be provided to the registration authority. In
cases where all partners decide to entrust a legitimate
evaluation agency to do the evaluation, the proof of
valuation pricing issued by a legitimate evaluation agency
shall be provided to the business registration authority.
Article 15. In cases where laws or administrative
regulations specifically ask for the establishment of
special ordinary partnership businesses, the proof of
professional qualifications of partners shall be provided to
the business registration authority if so requested.
Article 16. Registration authorities shall take the
decision of accepting and processing registrations on the
spot, if possible, in cases where the registration
application documents are complete and conform to the
legitimate format. The business license of partnership
business shall be issued accordingly.
Except what is mentioned above, the registration
authority shall take the decision of accepting or refusing
registrations within 20 days starting from the date of
receipt of the application documents. Those that are
processed for registration will be granted a business
license for partnership business and those that are rejected
will be provided with reasons in writing.
Article 17. The date of issuance of a business license
for a partnership business is the date of establishment of
that partnership business.
Chapter III - Modification Registration
Article 18. For changes in the items of the registration,
the partner that executes the partnership should go through
the alteration registration procedures with the original
organ of registration within 15 days starting from the date
when the decision of alteration is made or the alteration
occurs.
Article 19. When applying for alteration of the items of
registration, the following documents shall be submitted to
the original body of registration:
1. Application for registration alteration signed by the
executive partner or representative;
2. The decision of modification signed by all partners or
decision of modification signed by personnel specified in
the partnership agreement;
3. Other documents as required by the administrative
department of the State Council in charge of industry and
commerce.
For alterations of the registrations of a partnership
business that require examination and approval by law or
administrative decrees, the related documents of examination
and approval should also be submitted.
Article 20. Registration authorities shall process the
modification of registration on the spot, if possible, in
cases where the registration application documents are
complete and conform to the legitimate format.
Except what is mentioned above, the registration
authority shall take the decision of accepting or refusing
registration modification within 20 days starting from the
date of receipt of the application documents. Those that are
accepted will be processed for registration modification and
those that are rejected will be provided with reasons in
writing.
Should the alteration involve the changes of business
license, the organ of registration shall issue a new
business license.
Chapter IV - Registration of Cancellation
Article 21. In the case of dissolution of a partnership
business, the liquidating party shall conduct liquidation
according to law. The liquidating party shall file with the
business registration authority the list of names of
liquidating parties within 10 days of when the liquidating
parties are identified and confirmed.
Article 22. If a partnership business is dissolved
according to the provisions of the partnership Business Law,
it should go through the cancellation registration
procedures with the original organ of registration within 15
days starting from the day of the end of liquidation.
Article 23. In going through the procedures for
cancellation of a registration, the following documents
should be presented by a partnership business;
1. Application for cancellation of registration signed by
the liquidating parties;
2. Bankruptcy ruling made by the people's court, decision
taken by the partnership business in line with the
provisions of the partnership business law, documents issued
to close down the partnership business by the administrative
authorities, documents showing that a partnership business
has had its business license written off or cancelled;
3. Liquidation report signed by all partners;
4. Other documents required by the administrative
department of the State Council in charge of industry and
commerce.
After going through the cancellation procedures, a
partnership business shall return its business license.
Article 24. A partnership business shall be terminated
after going through the procedures of cancellation of
registration.
Chapter V - Registration of Branches
Article 25. In establishing a subsidiary or subsidiaries,
a partnership business should file an application for
establishment with the authority of registration at the
place or places where the subsidiary or subsidiaries are
established.
Article 26. In registration of the establishment of
subsidiaries of partnership businesses, names, sites of
operation, lines of business, methods of operation of the
subsidiaries and the names and residences of persons
responsible for the subsidiaries shall be recorded.
The line of business and method of operation of a
subsidiary or subsidiaries must not go beyond those of the
parent partnership business.
In cases where a partnership business has a duration of
partnership, the registration item of the branches shall
also include duration of business, and the duration of
business of the branches shall not exceed that of the
partnership business.
Article 27. In establishment of a subsidiary or
subsidiaries of a partnership business, the following
documents should be submitted to the local authority
responsible for the registration:
1. Application for registration of a subsidiary or
subsidiaries;
2. Decision signed by all partners on the opening of the
subsidiary or subsidiaries;
3. Copy of the business license affixed with the seal of
the partnership business;
4. The power of attorney and personal identifications for
the person or persons designated by all partners to be
responsible for the subsidiary or subsidiaries;
5. Certificate(s) of the site(s) of operation;
6. Other documents as required by the administrative
department of the State Council for industry and commerce.
For cases in which an examination approval is required
according to laws or administrative regulations or decrees
of the State Council for the setup of a branch or
subsidiary, the documents of approval should be submitted.
Article 28. In cases where items included in the business
scope of a subsidiary are subject to examination and
approval before being submitted for registration according
to laws, administrative regulations or decrees of the State
Council, the approval documents shall be provided to the
local registration authority.
Article 29. The registration authorities shall take the
decision of accepting and processing the registrations on
the spot, if possible, in cases where the registration
application documents are complete and conform to the
legitimate format. The business license of partnership
business shall be issued accordingly.
Except what is mentioned above, the registration
authority shall take the decision of accepting or refusing
registrations within 20 days starting from the date of
acceptance of the application documents. Those that are
processed for registration will be granted a business
license for partnership business and those that are rejected
will be provided with reasons in writing.
Article 30. For registration of alteration or
cancellation registration with regard to subsidiary or
subsidiaries of a partnership business, the provisions for
alteration registration or cancellation registration for
partnership business shall apply.
Chapter VI - Annual Inspection and Administration
over Certificates
Article 31. A partnership business should submit
information for annual inspection within the prescribed time
limit and accept the inspection according to the
requirements of the registration authority.
Article 32. The business license of a partnership
business should have an original and copies both with equal
legal bindings.
A partnership business may apply for a number of copies
of the business license with the authority of registration
to meet its needs of operations.
A partnership business should place the original of the
business license in a prominent place in the operational
site.
Article 33. No unit or individual is allowed to forge,
alter, sell, lease or lend its business license or transfer
it by any other means.
In cases where a business license is lost or damaged, a
partnership business should make an announcement in
newspapers or magazines designated by the authority of
registration and apply for re-issuing or replacement with
the authority of registration.
Article 34. The format of the original and copy of a
business license for a partnership business as well as its
subsidiaries shall be determined by the administrative
department of the State Council for industry and commerce.
Article 35. In cases where a business registration
authority cancels the business license of a partnership
business, it shall issue a public notice and not collect any
charges in relation to that.
Chapter VII - Legal Liabilities
Article 36. In cases where an enterprise operates in the
name of a partnership business without going through the
approval and registration procedures and obtaining a
business license, the authority of approval shall order it
to stop operation and a fine between RMB5,000 and RMB50,000
may also be imposed.
Article 37. In cases where a partnership business submits
false documents or engages in other deceptive means in
registration, the organ of registration shall order it to
stop operation and a fine between RMB5,000 and RMB50,000 may
also be imposed. For a more serious case, the registration
shall be cancelled, and a fine between RMB50,000 and
RMB200,000 may be imposed.
Article 38. In cases where a partnership business has
failed to go through proper registration procedure for
changes made in the items of registration, the organ of
registration shall order it to correct within a prescribed
time limit and in cases where the correction has failed to
be done within the prescribed time limit, a fine between
RMB2,000 and RMB20,000 shall be imposed.
Article 39. In cases where a partnership business fails
to specify in its name such words as Ordinary Partnership,
Special Ordinary Partnership or Limited Liability
Partnership, the business registration authority shall be
responsible for ordering a rectification within a prescribed
period of time, and imposing a fine between RMB 2,000 and
RMB10,000.
Article 40. In cases where a partnership business fails
to file a record for the list of liquidation parties as
requested in this set of measures, the business registration
authority shall be responsible for ordering a rectification
within a prescribed period of time. In the case of failure
to comply, a fine up to RMB2,000 will be imposed.
Article 41. In cases where the liquidating party for a
partnership business fails to submit a liquidation report to
the registration authority or, although the report has been
submitted some of the facts are concealed or important facts
missing, the registration authority shall order it to
correct. The cost and losses thus incurred shall be borne
and compensated by the liquidating party.
Article 42. In cases where a partnership business fails
to accept annual inspection according to the provisions of
this set of regulations, the registration authority shall
order it to accept the inspection within a prescribed time
limit and a fine of less than RMB3,000 may also be imposed.
In cases where the business still fails to accept the annual
inspection within the prescribed time limit, the
registration authority shall revoke its license.
Article 43. In cases where a partnership business
conceals facts and resorts to deception in an annual
inspection, the registration authority shall order it to
correct and a fine of less than RMB3,000 may also be
imposed.
Article 44. In cases where a partnership business fails
to put its business license in a prominent place in the
operational site, the registration authority shall order it
to correct. In the case of failure to comply, a fine between
RMB1,000 and RMB5,000 may be imposed.
Article 45. In cases where a partnership business alters,
leases or lends out its business license or transfers its
business license by other means, the registration authority
shall order it to correct and a fine of between RMB2,000 and
RMB10,000 may also be imposed. For more serious cases, the
enterprise's business license shall be revoked.
Article 46. In cases where personnel of the registration
authority abuse their power, resort to deception for
personal gains, accept bribes or encroach upon the lawful
rights of partnership businesses, the administrative
punishments shall be imposed.
Article 47. In cases where the violations of this set of
measures have constituted crimes, the criminal liabilities
shall be investigated according to law.
Chapter VIII - Supplementary Articles
Article 48. The items of charging with regard to the
registration of partnership businesses shall be determined
by the related rules of the finance department and pricing
department under the State Council. The detailed standards
for charging of the registration shall be worked out and
implemented in accordance with the related regulations of
the finance department and pricing department under the
State Council.
Article 49. This set of measures shall become effective
as of the date of release.
