Archived（May 31, 2018）
(Adopted at the Twenty-First Meeting of the Standing Committee of the First Shenzhen Municipal People’s Congress on March 1, 1993, promulgated on April 20, 1994, and put into effect on May 1, 1994)
Chapter I General Provisions
Article 1 In order to define the legal status of the partnership in the Shenzhen Special Economic Zone (hereinafter referred to as the Special Zone), to standardize the organization and acts of the partnership, to protect the legal rights and interests of partners, creditors, and the public, to maintain the order of the socialist market economy, and to promote the economic development of the Special Zone, these regulations are hereby formulated.
Article 2 The partnership referred to in these regulations shall mean the general partnership and limited partnership established in the Special Zone according to these regulations.
The general partnership shall mean that partners jointly invest, jointly operate, and take the unlimited joint and several liabilities for the debts of the partnership.
The limited partnership shall mean that partners jointly invest, one or more of the partners take the unlimited joint and several liabilities for the debts of the partnership, other partners take the liabilities according to the proportion of their investment.
Article 3 In order to establish a partnership, a written agreement on the partnership shall be made.
The agreement on a partnership shall be made by all partners unanimously through consultation. Once an agreement is made, it shall be binding on all partners.
Article 4 The domicile of a partnership shall be its principal business office in the Special Zone.
Article 5 A partnership shall be established by the registration at the Shenzhen municipal department of industrial and commercial administration (hereinafter referred to as the registration office) according to law. But if there are different stipulations in laws, regulations, these stipulations shall be honored.
Article 6 “Company” may not be used in the name of a firm of the partnership. If it is used without authorization, the registration office shall order correction, and impose a fine of more than 1,000 but less than 2,000 RMB.
Article 7 Any partnership shall not become a partner of a general partnership or a general partner of a limited partnership.
Article 8 Partnerships shall abide by laws, regulations.
The legal rights and interests of partnerships shall be protected by law.
Chapter II General Partnership
Part 1 Establishment
Article 9 Citizens, unincorporated economic organizations may become partners of a general partnership unless laws, regulations provide otherwise.
Article 10 The general partnership shall be established by investment from more than 2 citizens, unincorporated economic organization, or from citizen and unincorporated economic organization jointly.
Unincorporated economic organizations shall not include a branch agency of a corporation.
Article 11 The following items shall be made clear generally in an agreement on the partnership:
(1) the name and domicile of a firm of the partnership;
(2) the purposes of the partnership and the scope of business;
(3) the name or designation and domicile of partners;
(4) the amounts of capital subscription of partners and the method of their capital subscription;
(5) the rights and obligations of partners;
(6) the distribution of profits and the share of losses;
(7) the financial and accounting systems;
(8) entering into and withdrawing from the partnership;
(9) the operating period;
(10) the dissolution and liquidation.
The agreement on the partnership may be amended or supplemented through
consultation and unanimous adoption by partners.
Article 12 Partners may make their capital subscription by using currency, materials, land-use rights, labor, industrial property rights, or non-patented technology.
Article 13 The following documents or data shall be submitted to the registration office to apply for the registration of a general partnership:
(1) the written application for the establishment of a partnership;
(2) the agreement on the partnership;
(3) the name or designation and domicile of partners;
(4) the certificate issued by the registration office after examination to permit using the name of the firm of the partnership;
(5) the certificate to use a place as the domicile or operation site of the partnership.
If laws, regulations provide that the establishment of a partnership to engage in a
special business shall be examined and approved by the responsible government office, the document of approval shall be submitted also.
Article 14 The registration office shall make a decision on whether to allow to be registered within 20 days from the date of receiving an application for the registration of a partnership. If the registration is approved, a business license shall be issued; if the registration is not approved, a reason shall be given in writing.
Article 15 The date of signing and issuing a business license for a partnership shall be the date of the establishment of a general partnership.
If an operation starts under a partnership without registration, the registration office shall order to stop the operation, and impose a fine of more than 2,000 but less than 20,000 RMB.
Part 2 Rights and Obligations of Partners
Article 16 All partners shall hold the civil liabilities for all the acts within the normal scope of the business of a partnership.
If an agreement on a partnership has a restriction on the managerial authority of a certain partner, this partner shall take the civil liabilities alone for his/her/its acts which go beyond the authority.
Article 17 One partner of a general partnership may be elected as a responsible person for the partnership.
The responsible person for a partnership shall do business according to the agreement on the partnership or the authorization by partners, and be responsible to all the partners.
Article 18 If the responsible person for a partnership is doing business within the scope of the normal business of the partnership on behalf of the general partnership according to the agreement on the partnership or the authorization by partners, all the partners shall take civil responsibilities.
Article 19 If a partner or a responsible person for a partnership goes beyond the scope of the normal business of the partnership when doing business on the behalf of the partnership, the resultant civil liabilities shall be personally taken by this partner or this responsible person for the partnership unless they have an authorization from all partners.
Article 20 If the fault of a partner in doing the business of the partnership has caused the others the personal injury or the loss of property, all partners shall take joint and several liabilities.
Article 21 No partner may become a partner of the other general partnerships.
Article 22 During the period of continued existence of a general partnership, the capital subscription of various partners, the assets accumulated by the operation of the partnership, and all other assets acquired in the name of the partnership shall be the property of the partnership, jointly owned by partners, and used for the operation of the partnership.
Article 23 The property of a partnership may not be partitioned before the liquidation of the general partnership.
Nobody shall use his/her claim as a creditor on a certain partner to offset the debts he/she has owed to the partnership.
Article 24 The creditor of a partner confirmed by a decision may apply to the people’s court for the enforcement on the rights and interests of the partner to clear off the debts.
If clearing off the debts referred to in the previous section leads to the withdrawal of a partner from the partnership, the other partners shall have the right to buy the rights and interests of the partner individually or jointly.
Article 25 Every partner shall have the equal right to make a decision on the business of the partnership, exercise the voting power according to “one person, one vote” unless there are different stipulations in the agreement on the partnership.
Article 26 The ordinary items of a partnership may be decided by the majority of partners according to the agreement of the partnership. But the following items shall be decided by all partners unanimously:
(1) to amend the agreement on the partnership;
(2) to apply for a loan;
(3) to accept a new partner to enter into the partnership;
(4) to dispose of the property of the partnership;
(5) to dissolve the partnership.
Article 27 Partners shall share the profits according to the stipulations of the
agreement on the partnership; if there is no such stipulation in the agreement on the partnership, every partner shall share the profits equally.
Article 28 The cost for the operation of a partnership advanced by a partner shall be paid back from the property of the partnership.
Article 29 Without unanimous consent of other partners, a partner may not assign the rights and interests to the others.
Article 30 If there is a reasonable ground and unanimous consent of the other partners than the party concerned, a certain partner’s name may be taken off the partnership. The partner whose name is taken off shall be promptly notified after the decision on the expulsion has been made.
If the partner whose name has been taken off has an objection, a legal action may be taken at the people’s court.
Article 31 Partners shall take the civil responsibilities according to their respective proportion to share the profits.
Article 32 Partners shall take the joint and several liabilities for the debts of the partnership, if the payment of a partner for the debts of the partnership exceeds the proportion that this partner should bear, the partner shall have the right to recover it from the other partners.
Article 33 When doing business for the partnership, a partner may not ask for remuneration unless there are different stipulations in the agreement on the partnership.
Article 34 A partner may not engage in the same kind of business, which the partnership undertakes, for himself/herself/itself or for the others, may not do buying, selling, and lending with the partnership for himself/herself/itself or on the behalf of the others, or may not engage in the activities which have a conflict of interests with the partnership.
Article 35 If the general partnership which has a stipulated operating period according to the agreement on the partnership wants to extend its operating period with consent of partners, it shall change the registration at the registration office before the operating period expires.
Part 3 Entering into and Withdrawing from a Partnership
Article 36 With unanimous consent of all partners, a general partnership may accept another person to enter into the partnership and become a new partner.
A written agreement shall be signed for entering into a partnership.
Article 37 The partner who has newly entered into a partnership shall be upon an equal footing with the original partners, enjoy the rights and undertake the obligations according to the agreement on the partnership unless there are different stipulations in the agreement for entering into the partnership.
The partner who has newly entered into a partnership shall take the joint and several liabilities for the debts of the partnership incurred before the partner’s entering into the partnership.
Article 38 If there are stipulations on withdrawing from a partnership in the agreement on the partnership, withdrawing shall be dealt with according to the agreement; if there are no such stipulations in the agreement on the partnership, withdrawing by declaration may be allowed, but the other partners shall be notified 2 months in advance.
Article 39 If one of the following situations takes place, it shall mean the withdrawal of a partner from a partnership:
(1) a partner dies;
(2) a partnership dissolves;
(3) a partner loses the capacity for civil disposition;
(4) all the rights and interests of a partner in the partnership are involved in the process of the execution of a decision of the people’s court;
(5) a partner’s name is taken off the partnership.
Article 40 If a partner dies, the heir of this partner may inherit the rights and
interests of the partner according to the agreement on the partnership or with consent of all partners, and become a partner of the partnership on the date when the inheritance takes place.
Article 41 The property settlement between a partner who withdraws from a partnership and other partners shall be based on the property of the partnership at the time of the withdrawal.
As for the business of the partnership which has not been finished at the time of the withdrawal, its settlement and the distribution of its profits or losses shall be delayed until the business is finished.
Article 42 The rights and interests of a partner who withdraws from a partnership shall be returned in the way stipulated by the agreement on the partnership; if the agreement has no such stipulations, they shall be returned in cash. But if there is consent through consultation, they may be returned in other way.
Article 43 After withdrawing from a partnership, a partner shall still take the joint and several liabilities with other partners for the debts of the partnership incurred before this partner’s withdrawal.
Article 44 If a partner withdraws by declaration without a major cause in fact, for which this partner can not be held liable, the partner shall make compensation for the resultant losses to other partners.
Article 45 After a partner has withdrawn from a partnership, the other partners shall immediately settle accounts and return the rights and interests to the partner who has withdrawn. If it is difficult to return them in a single payment, the payment may be made in installments, but the accrued interests between the date of the withdrawal and the date of the actual return of the rights and interests shall be paid according to the interests of fixed deposits of the People’s Bank of China during the same period.
Article 46 In case of entering into and withdrawing from a partnership, the changes of the registration shall be made at the original registration office, the date of registration shall be the date when entering into and withdrawing from the partnership take effect. But there is an exception when the death of a partner leads to the withdrawal from a partnership.
Part 4 Dissolution and Liquidation
Article 47 Any general partnership shall be dissolved if there is one of the following causes:
(1) the operating period expires and partners no longer ask for extension;
(2) a cause in fact for dissolution stipulated by the agreement on a partnership comes into being;
(3) partners unanimously agree on dissolution;
(4) there is only one partner left in the partnership;
(5) the business license is revoked by the registration office because of illegal operations.
Article 48 After dissolution, a general partnership shall liquidate.
Article 49 The remaining part of the property of a general partnership after
clearing off its debts shall be distributed among partners according to the stipulations of the agreement on the partnership; if there are no such stipulations in the agreement on the partnership, it shall be distributed among partners equally.
Article 50 If the property of a general partnership is not enough to clear off the debts of the partnership, partners shall use their personal property to clear off the debts. The partner whose payment for clearing off the debts of the partnership exceeds the proportion that this partner should bear shall have the right to recover the difference from other partners.
Article 51 If a general partnership has been liquidated and terminated, it shall cancel the registration at the registration office.
Article 52 After a general partnership is terminated, the original partners shall still take the joint and several liabilities for the debts incurred during the period of continued existence.
Chapter III Limited Partnership
Article 53 The provisions on the general partnership of Chapter II of these regulations shall apply to the limited partnership unless there are special provisions in this chapter.
Article 54 Any limited partnership shall be established by a joint investment made by more than 2 but less than 20 persons.
Article 55 The partners who take the unlimited liabilities for the debts of a partnership shall be called general partners, the partners who take the liabilities for the debts of a partnership limited by the amount of their investment shall be called limited partners.
Article 56 “Limited partnership” shall be indicated in the business license for a limited partnership.
The name or designation of partners shall not appear in the name of a firm of a limited partnership.
Article 57 Natural persons, legal persons, unincorporated economic organizations may become limited partners.
Article 58 Any limited partner of a limited partnership may become a limited partner of other limited partnerships.
Article 59 Limited partners may use currency, materials, land-use rights, industrial property rights, or non-patented technology, but no labor for capital subscription.
Article 60 Limited partners shall share profits and take liabilities according to the stipulations of the agreement on a limited partnership; if there are no such stipulations in the agreement on a limited partnership, limited partners shall share profits and take liabilities proportionally according to their respective capital subscription.
Article 61 Limited partners shall not engage in the management of the limited partnership.
If a limited partner engages in the management of a limited partnership, this limited partner shall, together with general partners, take the unlimited joint and several liabilities for the debts of the limited partnership.
Article 62 The following acts of a limited partner shall not constitute the acts of engaging in the management:
(1) to become an agent or employee of the limited partnership;
(2) to sign a contract with the limited partnership as one party;
(3) to consult with general partners about the matters of the partnership or make suggestions on the matters of the partnership;
(4) to provide a guarantee for the limited partnership;
(5) to take part in amending the agreement on the limited partnership;
(6) to cast a vote on the dissolution, liquidation of the limited partnership, expulsion of a partner, and disposition of the property of the partnership.
Article 63 Limited partners may assign a part or the whole of their rights and
interests. If the conditions are equal, the other partners of the limited partnership shall have the preemptive right.
Article 64 If an agreement on a limited partnership stipulates an operating period, a limited partner may withdraw from the partnership during the operating period with unanimous consent of other partners.
If an agreement on a limited partnership does not stipulate an operating period, a limited partner may withdraw by declaration when there is a major cause in fact which this limited partner cannot be held liable for.
Article 65 Limited partners shall have the right to look up the data of the limited partnership such as the meeting minutes and financial statements, etc., to inspect and supervise the operations and financial position of the limited partnership.
Article 66 If all the general partners of a limited partnership withdraw from the partnership, the limited partnership shall dissolve right away.
Article 67 The following items of a limited partnership shall be decided with unanimous consent of all partners:
(1) to amend the agreement on the partnership;
(2) to accept a new partner to enter into the partnership;
(3) to dispose of the property of the partnership;
(4) to dissolve the partnership.
Article 68 The property of a limited partnership shall be distributed in the
following order after clearing off all the debts:
(1) to distributed profits among partners;
(2) to return the capital subscription of limited partners;
(3) to return the capital subscription of general partners.
Article 69 If the property of a limited partnership is not enough to clear off the
debts of the limited partnership, the personal property of general partners shall be used for clearing off. The general partner whose payment for clearing off the debts exceeds the proportion this partner should bear shall have the right to recover the difference from the other general partners.
Chapter IV Supplementary Provisions
Article 70 The registration shall be changed at the original registration office if a partnership changes the registered items such as the name of a firm, operation place, scope of business, etc., amends the agreement on the partnership and extends the operating period, a partner changes the name or designation and domicile, and a limited partner increases the capital subscription.
Article 71 If a partnership which has been established before these regulations takes effect does not satisfy the provisions of these regulations, it shall improve the conditions for the partnership and the agreement on the partnership according to these regulations, and change the registration at the registration office within 1 year from the date when these regulations takes effect.
Article 72 These regulations shall not apply to the relationship of a simple partnership which is based on an agreement and has no name of a firm, no operation place, and no organizational form.
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