"Partnership Enterprise Law"
PRC Partnership Enterprise Law, "by the Tenth National People's Congress Standing Committee of the twenty-third meeting of August 27, 2006 amended by, the revised" PRC Partnership Enterprise Law "published Since June 1, 2007 shall come into force.
Chinese President Hu Jintao
August 27, 2006
PRC Partnership Enterprise Law
(February 23, 1997 the Eighth National People's Congress Standing Committee 24th meeting by August 27, 2006 the Tenth National People's Congress twenty 次会议修订)
TABLE OF CONTENTS
Chapter I General Provisions
Chapter general partnerships
Section set up a partnership
Section II partnership property
Section III, Executive Partner
Fourth partnership relationship with third party
V occupation withdraws
Section VI special general partnership enterprise
Chapter III Limited Partnership
Chapter partnership dissolution, liquidation
Chapter V Legal Liability
Chapter VI Supplementary Provisions
Chapter I General Provisions
The first partnership in order to regulate the behavior of a partnership and its partners to protect the creditor's legal rights and interests of social and economic order, promote the development of socialist market economy, the development of this law.
Article 2 The term partnership is a natural person, legal persons and other organizations set up in China in accordance with this Law, the general partnership and limited partnership.
A general partnership formed by the general partner, partner of the partnership debts jointly and severally liable. Law of the general partner responsible for the form of special provisions shall prevail.
Limited partnership by the general partner and limited partner component, the general partner of the partnership debts jointly and severally liable, the limited partner's capital contribution subscribed by its limited liability for partnership debts.
Third state-owned companies, state-owned enterprises, listed companies and public welfare institutions, social groups may not become a general partner.
Article partnership agreement according to the consensus of all partners, in written form.
Article entered into a partnership agreement, setting up partnerships, should follow the voluntary, equality, fairness and good faith.
Article VI of the production and operation of partnership income and other income, in accordance with relevant tax regulations, income taxes, respectively, by the partners.
Article partnership and its partners must comply with laws, administrative regulations, observe social ethics, business ethics, social responsibility.
Article partnership and its partners and their legal property rights and interests protected by law.
Article 9 When applying to establish a partnership, should be submitted to the registration authority application for registration, partnership agreement, partner identification and other documents.
Partnership's business scope, there are laws and administrative regulations shall be approved prior to registration project, the business shall be approved and submitted for approval at the time of registration documents.
Article 10 The applicant submitted an application for registration materials are complete and comply with the statutory form, the registration authority to register the spot should be on the spot registration, issue a business license.
Notwithstanding the foregoing circumstances, the enterprise registration organ shall accept the application within twenty days from the date of making the decision whether to register. Be registered, and issued a business license; not registered, it shall give a written reply, and explain the reasons.
Article XI of the partnership business license issue date, the partnership established.
Obtain a business license before the partnership, partners may not engage in a partnership the name of partnership business.
Article XII of partnership to establish branches, the branch should be the location of the registration authority for registration and obtain a business license.
Article XIII of partnership registration items is changed, execute the partnership affairs shall be made a partner in the decision to change the date or change the subject within 15 days from to the registration authority to apply for change of registration.
Chapter general partnerships
Section set up a partnership
Article 14 The establishment partnership shall meet the following conditions:
(A) two or more partners. Partner is a natural person, shall have full civil capacity;
(B) a written partnership agreement;
(C) the partner's capital contribution subscribed or actually paid;
(D) the partnership's name and production premises;
(E) laws, administrative regulations and other conditions.
Article XV partnership name should be marked "general partner" words.
Article XVI partner can use money, in kind, intellectual property, land use rights or other rights of property investment, investment services can also be used.
Partner in kind, intellectual property, land use rights or other property rights investment, the need to evaluate price, negotiated by all partners, all partners can also be commissioned by the statutory assessment bodies to assess.
Partner with the labor contribution, and its evaluation methods by the consultation of all partners, and set forth in the partnership agreement.
Article XVII partner should be funded by way of the partnership agreement, the amount and payment deadline, to fulfill funding obligations.
Funded by non-monetary property, in accordance with laws, administrative regulations, the need for property transfer procedures, it should be according to law.
Article 18 The partnership agreement shall contain the following:
(A) the partnership's name and principal place of business location;
(B) a partnership the purpose and scope of partnership;
(C) the partner's name or the name and residence;
(D) the partner's capital contribution, the amount and payment period;
(E) the distribution of profits, loss sharing mode;
(F) the implementation of partnership affairs;
(Vii) occupation and withdraws;
(H) dispute resolution;
(I) a partnership dissolution and liquidation of enterprises;
(X) breach of contract.
Article 19 The partnership agreement signed by all partners, sealed into effect. Partnership rights in accordance with the partnership agreement, to fulfill their obligations.
Modify or supplement the partnership agreement should be agreed by all partners; However, unless otherwise agreed by the partnership agreement.
Partnership agreement is not agreed or the agreement is not clear on matters decided by the partners in consultation; consultation fails, in accordance with this Law and other relevant laws and administrative regulations dealing with.
Section II partnership property
Diershitiao partner's contribution to the name of partnership gains and other property legally acquired, are partnership property.
Twenty-one partner in a partnership liquidation, it shall not request to split the partnership property; However, except as otherwise provided in this Act.
Partner in the partnership liquidation before the transfer or dispose of privately partnership property, partnership shall be no bona fide third person.
Article 22 In addition to the partnership agreement provides otherwise, a partner other than the person to a partnership in the partnership in the transfer of all or part of the property share, subject to the other partners agree.
Transfer between the partners in the partnership's share of all or part of the property, it shall notify the other partners.
Article 23 of the partner to partner other than the transfer of their partnership in the share of property, under the same conditions, the other partners have right of first refusal; However, unless otherwise agreed by the partnership agreement.
Article 24 law partner other than the transferee partner in the partnership's share of property, the revised partnership agreement that became a partner in the partnership, in accordance with this Law and the revised partnership agreement rights and fulfill obligations.
Article 25 of its partner in the partnership's share of property pledged, by the other partners agreed to; without the other partners agreed that their behavior is invalid, thus causing damage to an innocent third person, and by the perpetrator shall be liable for compensation.
Section III, Executive Partner
Article 26 The partners of the managing partner of the same rights matters.
Accordance with the partnership agreement or an agreement by all partners decided to entrust one or several partners on behalf of external partnerships, execute the partnership affairs.
As a corporate partner, other organizations partnership affairs, by a representative of the executive.
Article 27 second paragraph of Article 26 in accordance with the provisions of this Law, delegate one or several partners execute the partnership affairs, and other partners no longer execute the partnership affairs.
Execute the partnership affairs is not a partner the right to supervise the implementation of the executive partner of partnership affairs.
Article 28 by one or several partners execute the partnership affairs, the managing partner should report regularly to the affairs of other partners and partnerships in the implementation of operations and financial condition, its managing partner firm owned by a partnership the income generated , the resulting costs and losses borne by the partnership.
Partner is a partnership of understanding of operations and financial condition, right of access to partnership accounting books and other financial information.
Article 29 The partners were the implementation of partnership affairs, the executive partner can perform other partners to challenge the transaction. Objection, it shall suspend the execution of the transaction. If a dispute, in accordance with the provisions of Article 30 of this Law to make a decision.
Entrusted with the implementation of partnership affairs is not a partner or all partners of the partnership agreement in accordance with the decision of the enforcement branch, the other partners may decide to revoke the commission.
Article 30 The partners of the partnership related matters to a resolution in accordance with the partnership agreement of voting for. Partnership agreement is not agreed or the agreement is not clear, the implementation partner and the vote passed by a majority vote by the way all partners.
Act means the vote of a partnership as otherwise provided, shall apply.
第 三十一条 addition to the partnership agreement provides otherwise, a partnership of the following matters should be agreed by all partners:
(A) change the name of partnership;
(B) change the scope of partnership business, principal place of business location;
(C) the disposition of real estate partnership;
(D) transfer or dispose of a partnership of intellectual property and other property rights;
(E) the name of a partnership to provide security for others;
(F) appointment as a partner other than the partnership's management personnel.
Article 32 shall not be self-or partner with others to co-operate to compete with the partnership's business.
In addition to the partnership agreement otherwise agreed or agreed by all partners, the partner may not carry out transactions with the partnerships.
Partner shall not engage in damaging the interests of the partnership's activities.
Article 33 The partnership's distribution of profits, loss sharing, in accordance with the agreement for the partnership agreement; partnership agreement is not agreed or the agreement is not definite, determined through consultation by the partners; consultation fails, the contribution paid by the partners pro rata in accordance with, share; can not determine the proportion of investment by the partners equally, share.
Partnership agreement may not agree to all parts of the distribution of profits to partners or by some partners to bear all losses.
Article 34 in accordance with the partnership agreement partnership agreement or decided by all partners, to increase or decrease the contribution of the partnership.
Article 35 was appointed a partner in the business in partnership managers should perform their duties within the scope of authorization.
Was appointed a partner in the business management, partnership beyond the scope of authorization to discharge his duties or in the course of their duties due to intentional or gross negligence caused the loss of the partnership shall be liable for compensation.
Article 36 The partnership shall be in accordance with laws, administrative regulations to establish corporate financial and accounting system.
Fourth partnership relationship with third party
Article 37 The partnership managing partner of the partnership on behalf of a partnership of foreign affairs and the right to limit, not bona fide third person.
Article 38 The partnership of its debt, with all its assets should be liquidated.
Article 39 The partnership can not repay maturing debt, the partners jointly and severally liable.
Article 40 as a partner jointly and severally liable to pay off the amount over the first paragraph of Article 33 of this Law, the provisions of its loss-sharing ratio, and other partners the right to recover.
第 四十一条 partner partnership has nothing to do with the occurrence of the debt, the relevant claims of creditors shall not be allowed to offset its debt to the partnership; nor a partner in the subrogation rights in the partnership.
Article 42 The lack of a partner's own assets to settle its debt with the unrelated partnership, the partner can take its carved from the partnership's income for the satisfaction; the creditor can legally request the court to enforce the partnership people in the partnership share in the property for the satisfaction.
The people's court for enforcement partner's property share, shall notify all partners, other partners have right of first refusal; other partners did not buy, do not agree to share in the property transferred to others, in accordance with this Law 第五十一条requirement for a partner withdraws from the settlement, or a partner for the corresponding reduction in the share of the property settlement.
V occupation withdraws
Article 43 new partners occupation, in addition to the partnership agreement provides otherwise, shall be agreed by all partners, and shall enter into a written agreement occupation.
Occupation agreement entered into, the original partners to a new partner should be truthfully informed of the original partnership of operations and financial condition.
Article 44 The occupation of the new partner and former partners enjoy the same rights and bear equal responsibility. Occupation agreement otherwise agreed, shall prevail.
New partner of the partnership's debts before occupation jointly and severally liable.
Article 45 The term of partnership of the partnership agreement, the duration of the partnership, one of the following circumstances, the partner can withdraw from a mess:
(A) the subject withdraws from the partnership agreement occur;
(B) agreed by all partners;
(C) the occurrence of a partner is difficult to continue to participate in a partnership subject;
(D) serious violations of the other partners of the partnership agreement obligations.
Article 46 The partnership agreement is not agreed upon term of partnership, the partners in the partnership affairs is not to adversely affect the implementation of the case, you can withdraw from a mess, but it should be notified 30 days ahead of the other partners.
Partner violation of Article 47 Article 45 of this Law, the provisions of Article 46 withdraws, it shall indemnify the losses caused to the partnership.
Article 48 The partners of the following circumstances, of course, withdraws from:
(A) a natural person as a partner dies or is declared dead;
(B) personal insolvency;
(C) As a partner of the legal person or other organization according to business license revoked, ordered to shut down, removed, or is declared bankrupt;
(D) of the law or the partner of the partnership agreement must have the relevant qualifications and disqualified;
(E) a partner in the partnership share of all property in the people's court for enforcement.
Partners are legally recognized as no civil capacity or with limited capacity for civil conduct, and agreed to by the other partners, can legally become a limited partner, general partnerships to limited partnership law. Other partners can not agree, and that no civil capacity or with limited civil capacity of partner withdraws.
Withdraws from the date of the subject withdraws from the actual effective date.
Article 49 The partners of the following circumstances, the other partners agreed, can be removed from the resolution:
(A) does not fulfill funding obligations;
(B) the intentional or gross negligence resulting in loss of partnership;
(C) the managing partner of improper conduct transactions;
(D) the subject matter of the partnership agreement occur.
Removal of the partner's written notice of the resolution shall be in addition to celebrities. Be removed in addition to receiving the notification of celebrity, the exclusion becomes effective, be in addition to celebrity withdraws.
In addition to removal by resolution of the celebrities have objections, you can receive from delisting notice within 30 days, the people's court.
Article 50 partner dies or is declared dead, a partner in the partnership's share of property inheritance rights of the lawful heirs, according to the agreement or partnership agreement agreed by all partners, starting from the date of succession, partner of the partnership to achieve the qualification.
One of the following circumstances, the partnership should be returned to the partner's heirs inherited the property share of the partner:
(A) the heirs do not want to become a partner;
(B) the law partner of the partnership agreement, or must have relevant qualifications, and the heirs did not obtain the qualification;
(C) the partnership agreement can not be a partner in the other cases.
Partner's heirs without civil capacity or with limited capacity for civil conduct, and agreed by all partners, can legally become a limited partner, general partnerships to limited partnership law. All the partners can not agree, the partnership shall be inherited partner's share of property returned to the heirs.
第 五十一条 partner withdraws, the other partner should be in accordance with that withdraws from the partnership property when withdraws the status settlement, refund withdraws the property share. Withdraws from people to the partnership liable for losses, and corresponding reduction in the amount of compensation should be.
Withdraws from a partnership when there is unfinished business affairs, to be settled after the settlement of the transaction.
Article 52 withdraws from people in the partnership approach in the share of property returned by the partnership agreement or by all partners decided to refund the money can also be returned in kind.
Article 53 withdraws from people on the reasons for their withdraws before the occurrence of partnership debt, jointly and severally liable.
Article 54 When a partner withdraws, the partnership property is less than a partnership debt, the person withdraws Article 33 of this Law shall be in accordance with the provisions of paragraph share the loss.
Section VI special general partnership enterprise
Article 55 of the professional knowledge and expertise to provide customers with professional services paid services, you can set up as a special general partnership enterprise.
Special general partnership enterprise is a partner in accordance with the provisions of Article 57 of this Law, liability of general partnerships.
Special general partnership enterprise apply the provisions of this section; not provided for in this section, Section I to V apply the provisions of this chapter.
Article 56 special general partnership enterprise should indicate the name of "special general partner" words.
Article 57 Where a partner or several partners in its practice due to intentional or gross negligence of partnership debt, shall bear unlimited liability or unlimited liability, the other partners in the partnership in its share of the property is limited to responsibility.
Partner for Africa in its practice intentional or gross negligence of partnership debt and other debt partnership by all partners jointly and severally liable.
Article 58 partner practice activity due to intentional or gross negligence of the partnership debt to the property's external liability partnership, the partner of the partnership agreement shall be in accordance with the agreement of the damage caused to the partnership liability.
Article 59 special general partnership enterprise shall establish a risk fund practice, for professional insurance.
Practicing risk fund for the payment of a partner to practice activities resulting debt. Practicing risk fund should be managed separately register for permanent residence. Specific management practices by the State Council.
Chapter III Limited Partnership
Article 60 limited partnership and its partners apply the provisions of this chapter; not provided in this chapter, this Law shall apply to the second section of chapter V of a general partnership and its partners requirements.
Limited partnership 第六十一条 more than fifty by the two partners set up the following; However, except as otherwise provided by law.
Limited partnership should be at least a general partner.
Article 62 of the limited partnership name shall be marked "limited partnership" words.
Article 63 The partnership agreement in addition to meeting the provisions of Article 18 of this Law, shall also contain the following:
(A) the general partner and limited partner's name or the name and residence;
(B) the managing partner should have the conditions and selection procedures;
(C) the managing partner rights and breach of contract approach;
(D) removal of the executive partner of the condition and replacement procedures;
(E) a limited partner occupation withdraws from the conditions, procedures and related responsibilities;
(F) the limited partners and general partner of each change in procedure.
Article 64 limited partners can use money, in kind, intellectual property, land use rights or other property rights appraised value.
Limited partner shall not labor contribution.
Article 65 of the limited partner of the partnership agreement should be in accordance with the agreed capital contributions in full and on schedule; fails to paid in full, shall bear the obligation to repay, and other partners liable for breach.
Article 66 The registration of a limited partnership shall be set forth in the limited partner's name or the name and the amount of subscribed capital contribution.
Article 67 of the limited partnership by the general partner managing partner of the transaction. May request the executive partner in the partnership agreement to determine the compensation and executive compensation matters extraction method.
Article 68 limited partners do not execute the partnership affairs, and may not on behalf of limited partnership.
Limited partner of the following acts, not as the implementation of partnership affairs:
(A) the general partner of occupation participate in the decision, withdraws;
(B) the operation of the business management recommendations;
(C) undertake a limited partnership involved in the selection of accounting firms audit services;
(D) to obtain audited financial report limited partnership;
(E) the case involving their own interests, access to limited partnerships and other financial and accounting books and financial information;
(F) in the limited partnership interests are infringed upon, responsible partner to claim rights or proceedings;
(G) the executive partner of lazy to exercise rights, and urge them to exercise their rights or interests of the enterprise in order to sue in their own name;
(H) shall provide guarantees for the enterprise.
Article 69 limited partnership business profits shall be allocated to the part of all partners; However, unless otherwise agreed by the partnership agreement.
Article 70 can with the limited partner limited partnership transactions; However, unless otherwise agreed by the partnership agreement.
第七十一条 limited partners can self-operate or work with others and compete with the limited partnership's business; However, unless otherwise agreed by the partnership agreement.
Article 72 can be a limited partner in a limited partnership share of the property in pledge; However, unless otherwise agreed by the partnership agreement.
Article 73 of the limited partner of the partnership agreement can be agreed to by a partner other than the transfer of limited partnership in its share of the property, but it should be 30 days in advance to inform the other partners.
Article 74 of the limited partner's own property is insufficient to settle its debt with the unrelated partnership, the partner can carve its take from the limited partnership's income for the satisfaction; creditors can also request the people's court according to law enforcement The partner in a limited partnership share in the property for the satisfaction.
The people's court to enforce a limited partner's share of the property, it shall inform all the partners. Under the same conditions, the other partners have right of first refusal.
Article 75 of the remaining limited partnership limited partnership shall be dissolved; remaining limited partnership's general partner, to general partnerships.
Article 76 has reason to believe a third person limited partnership and general partner with the transaction, the limited partner of the transaction and the general partner to bear the same responsibility.
Limited partners without authorization on behalf of a limited partnership transactions with others, to the limited partnership or other partners, resulting in the loss of the limited partnership shall be liable for compensation.
第七十七条 a limited partner in the new occupation before occupation of the limited partnership's debts, with its subscription of the limited amount of funding responsibility.
Article 78 limited partners have the first paragraph of Article 48 of this Law the first, third to the fifth item listed in the circumstances, of course, withdraws.
Article 79 The natural person as a limited partner in limited partnerships during the existence of incapacitation, the other partners shall not thereby requiring withdraws.
Article 80 as a limited partner of the natural death, was legally declared dead, or as a limited partner of the termination of legal persons and other organizations, or their heirs the right person can be legally obtained under the limited partner in a limited partnership in the qualification.
第 八十一条 limited partner withdraws, the former withdraws for reasons based on its limited partnership debt occurs, its withdraws from the limited partnership in the back of the property responsibility.
Article 82 In addition to the partnership agreement provides otherwise, the general partner into a limited partner or limited partner into a general partner, should be agreed by all partners.
Article 83 limited partners into a general partner, limited partner, as the period of its limited partnership debts incurred jointly and severally liable.
Article 84 into a general partner of a limited partner, its general partner, as occurred during the partnership's debts jointly and severally liable.
Chapter partnership dissolution, liquidation
第八十五条 partnership of the following circumstances shall be dissolved:
(A) term of partnership expires, partners decide not to operate;
(B) the reasons for dissolution of the partnership agreement occur;
(C) all the partners decided to dissolve;
(D) do not have a quorum partner has at least thirty days;
(E) a partnership the purpose of the partnership agreement has been achieved or not achieved;
(F) revoke the business license according to law, ordered to shut down or been revoked;
(Vii) legal and administrative regulations of other reasons.
Article 86 The dissolution of a partnership shall be liquidated by a liquidator.
Held by the liquidator all partners; by majority consent of all partners, partnership dissolution can occur from within fifteen days after the specified one or several partners, or entrust a third person, as a liquidator.
Since the emergence of a partnership dissolution determined within fifteen days from the date of the liquidator, partner or other interested person may apply to court to specify the liquidator.
Article 87 During liquidation, the liquidator in the following transactions:
(A) removal of partnership property, namely the preparation of balance sheet and inventory;
(B) the liquidation of the partnership to deal with unfinished business affairs;
(C) to pay taxes owed;
(D) clean-up claims and debts;
(E) a partnership deal with debt remaining after the property;
(F) on behalf of a partnership to participate in litigation or arbitration activities.
Article 88 was determined from the liquidator within 10 days from the date of the dissolution of a partnership to notify the creditors, and within sixty days notice in the newspaper. Creditors shall receive notice within thirty days from the date, not received the notice from the date of the announcement 45 days, to file claims to the liquidator.
Creditors to file claims, claims related matters should explain and provide evidence. Claims should be registered liquidator.
During liquidation, the partnership continues to exist, but not to carry out business activities unrelated to the liquidation.
Article 89 of the partnership property in payment and settlement costs and wages, social insurance, statutory compensation and payment of taxes owed, the property remaining after settlement of the debt, according to the first paragraph of Article 33 of this Law, the provisions of the allocation .
Article 90 of the liquidation, the liquidator shall prepare a liquidation report, signed by all partners, sealed, in the company registration authority within fifteen days to submit a liquidation report, the application for cancellation of registration of partnership.
Article 91 After the cancellation of a partnership, the former general partner of the partnership during the existence of the debt should still be jointly and severally liable.
第九十二条 partnership can not discharge the debt due, the creditor may apply to the people's court for bankruptcy liquidation application, can also require the general partner settlement.
Partnership is declared bankrupt according to law, general partner of the partnership debt should still be jointly and severally liable.
Chapter V Legal Liability
Violation of Article 93 of this Law, to submit false documents or by other fraudulent means to obtain partnership registration, the registration authority shall order rectification and impose a 5,000 RMB 50,000 yuan fine; serious cases, revocation of business registration , and impose a $ 50,000 fine of more than 200,000 yuan.
Article 94 violation of this law, a partnership does not indicate in its name, "general partner", "special general partnership" or "limited partnership" word, by the registration authority shall order rectification, impose a fine of ten thousand thousand dollars yuan fine.
Violation of Article 95 of this Law, did not obtain a business license, and to partnership or partnership in the name of the partnership business branch, ordered to stop by the registration authority, impose a 5,000 RMB 50,000 yuan fine.
Registration of a partnership when changes occur, not in accordance with the provisions of this Law, register the change, the enterprise registration authority shall order the registration deadline; fails to register, a fine of 2,000 to 20,000 yuan fine.
Registration of a change in partnership, a partner in the implementation of partnership affairs is not scheduled to apply for registration of changes, it shall indemnify to the partnership, partners or other third party caused the loss of good faith.
Article 96 partner managing partner of the transaction, or a partnership of employees using their position to benefit, will be owned by a partnership of the interests of the appropriation, or take other means of occupation of partnership property, the interests and property should be refund of a partnership; to the partnership or other partner losses, liability according to law.
第 九十七条 partner of the provisions of this Law or the partnership agreement must be agreed by all partners before it may execute the transaction without processing, to partner in a partnership or other damage caused, be liable for compensation.
Article 98 does not have the right partner, Executive Managing Partner of unauthorized transactions, or to the partnership losses of other partners, be liable for compensation.
第九十九条 partner partnership agreement or violation of the provisions of the agreement, in partnership with the business or compete with the partnership transactions, all the proceeds go to partnership; to partner in a partnership or other losses , shall be liable for compensation.
Article 100 of the liquidator is not in accordance with the provisions of this Act to the registration authority to submit a liquidation report, or submit a liquidation report to conceal important facts, or have major omissions, the company registration authority shall order rectification. Resulting costs and losses borne by the liquidator and compensation.
Article 101 of the liquidator liquidation affairs executive, to obtain illegal income or occupation of partnership property, income and occupation should be the property of the partnership return; to the partnership or other partner losses, liability according to law.
Article 102 of the liquidator who violate this law, conceal, transfer partnership property, on the balance sheet or inventory any false record, or before the distribution of the property outstanding debt, damage the interests of creditors, shall be liable for compensation.
Partner violation of Article 103 of the partnership agreement shall bear liability for breach.
Partner to fulfill the partnership agreement dispute, the partners through consultation or mediation. Do not want through negotiation, mediation or negotiation, mediation fails, in accordance with the arbitration clause in the partnership agreement or a written arbitration agreement reached afterwards, the arbitration body for arbitration. Partnership agreement entered into arbitration clause is not, afterwards did not reach a written arbitration agreement, can the people's court.
Article 104 of the staff of administrative organs violate this law, abuse of power, favoritism, bribery, against the legitimate rights and interests of a partnership shall be given administrative sanctions.
Article 105 of the violation of this law constitutes a crime, be held criminally responsible.
Violation of the provisions of Article 106 of this Act, shall bear civil liability and payment of fines, penalties, while the property is insufficient to pay the first civil liability.
Chapter VI Supplementary Provisions
Article 107 of the non-business professional services to the partnership in accordance with relevant laws, and its partners can take responsibility in the form of this Law shall apply for a special general partner of a partnership liability provisions.
Article 108 foreign enterprises or individuals in China set up a partnership's management by the State Council.
Article 109 of this Act since June 1, 2007 shall come into force.