Decision of the State Council on Revising the Administrative Measures for the Registration of Partnership Enterprises

Decision of the State Council on Revising the Administrative Measures for the Registration of Partnership Enterprises

Order of State Council No. 497

May 9, 2007

It is determined by the State Council that the Administrative Measures for the Registration of Partnership Enterprises shall be revised as follows:
　
Article 1 A Paragraph is added to Article 2 as Paragraph 2 which reads: "An applicant shall be responsible for the authenticity of the application materials when applying for the registration of a partnership enterprise."
　
Article 2 Paragraph 2 of Article 3 is deleted.
　
Article 3 Article 4 is revised to read: "Administrative departments for industry and commerce shall be the organs of registration for partnership enterprises (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 enterprises in the whole country.
Administrations for industry and commerce of cities and counties shall be responsible for the registration of partnership enterprises 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 enterprises and limited liability partnership enterprises.
In cases where laws or administrative regulations have specific provisions on the jurisdiction of registration of partnership enterprises, such provisions shall prevail."
　
Article 4 Article 7 is revised as Article 6 to read: "In registration for a partnership enterprise, the following items shall be included:
1. Name,
2. Principal business site,
3. Executive partners,
4. Business scope,
5. Type of partnership enterprise,
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 organization, the registration items shall include the representatives appointed by the legal person or other organizations (hereinafter referred to as "representative")."
　
Article 5 An Article is added as Article 7: "The organization form in the name of a partnership enterprise 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 6 An Article is added as Article 8: "A partnership enterprise 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 7 An Article is added as 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."
　
Article 8 An Article is added as Article 10: "The type of partnership enterprises includes both ordinary partnership (including special ordinary partnership) and limited liability partnership enterprises."
　
Article 9 Articles 6 and 8 are revised as Article 11 to read: "When establishing a partnership enterprise, 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 enterprise, the following documents shall be submitted to the registration authority:
1.
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