Administrative Measures of the People's Republic of China for the Registration of Partnership Enterprises (Revised in 2014)

Order of State Council No. 648

February 19, 2014

(Promulgated by the State Council of the People's Republic of China on November 19, 1997, firsly amended according to the Decision of the State Council on Revising the Administrative Measures for the Registration of Partnership Enterprises, and amended for the second time according to Decision of the State Council on Repealing and Revising Certain Administrative Regulations on February 19, 2014)

Chapter I General Provisions

Article 1 For the purposes of verifying the qualifications and standardizing the registration of partnership enterprises, these Measures are formulated in accordance with the Partnership Enterprise Law of the People's Republic of China.

Article 2 A partnership enterprise shall go through registration procedures in accordance with the Partnership Enterprise Law and these Measures upon its establishment, alteration or cancellation.
An applicant shall be responsible for the authenticity of the application materials when applying for the registration of a partnership enterprise.

Article 3 A partnership enterprise 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 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.

Chapter II Establishment Registration

Article 5 The establishment of a partnership enterprise shall be provided for with the requirements as prescribed in the Partnership enterprise Law.

Article 6 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 organisation, the registration items shall include the representatives appointed by the legal person or other organizations (hereinafter referred to as "representative").

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 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 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 enterprises.

Article 11 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. 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 enterprise has to go through the examination and approval procedures according to laws and administrative decrees, relevant documents of approval shall be submitted during the registration.

Article 12 In case where items listed in the business scope of a partnership enterprise 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 case 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 organization, 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 case where laws or administrative regulations specifically ask for the establishment of special ordinary partnership enterprises, 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 enterprise 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 enterprise 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 enterprise is the date of establishment of that partnership enterprise.

Chapter III Modification Registration

Article 18 For changes in the items of the registration, the partner that executes the partnership shall go through the alteration registration procedures with the original organ of registration within 15 days after 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 enterprise that require examination and approval by law or administrative decrees, the related documents of examination and approval shall 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.
Shall 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 enterprise, 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 enterprise is dissolved according to the provisions of the partnership enterprise Law, it shall 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 shall be presented by a partnership enterprise;
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 enterprise in line with the provisions of the partnership enterprise law, documents issued to close down the partnership enterprise by the administrative authorities, documents showing that a partnership enterprise 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 enterprise shall return its business license.

Article 24 A partnership enterprise 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 enterprise shall 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 enterprises, 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 enterprise.
In cases where a partnership enterprise has 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 enterprise.

Article 27 In establishment of a subsidiary or subsidiaries of a partnership enterprise, the following documents shall 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 enterprise;
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 shall 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 enterprise 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 enterprise 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 enterprise, the provisions for alteration registration or cancellation registration for partnership enterprise shall apply.

Chapter VI Announcement and License Management

Article 31 Enterprise registration authorities shall make public announcements about information on registration and record-filing of partnership enterprises through the enterprise credit information announcement system.

Article 32 Partnership enterprises shall submit their annual reports of the last year to enterprise registration authorities through the enterprise credit information announcement system, and make public announcements thereon from January 1 to June 30 every year.
Contents of the annual reports and measures for supervision and inspection shall be formulated by the State Council.

Article 33 The business license of a partnership enterprise shall have an original and copies both with equal legal bindings.
The State shall adopt electronic business licenses. Electronic business licenses and business licenses in hardcopy shall have equal legal effect.
A partnership enterprise may apply for a number of copies of the business license with the authority of registration to meet its needs of operations.
A partnership enterprise shall place the original of the business license in a prominent place in the operational site.

Article 34 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 enterprise shall 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 35 The format of the original and copy of a business license for a partnership enterprise as well as its subsidiaries shall be determined by the administrative department of the State Council for industry and commerce.

Article 36 In cases where a business registration authority cancels the business license of a partnership enterprise, it shall issue a public notice and not collect any charges in relation to that.

Chapter VII Legal Liabilities

Article 37 In cases where an enterprise operates in the name of a partnership enterprise 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 38 In cases where a partnership enterprise 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 39 In cases where a partnership enterprise 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 40 In cases where a partnership enterprise 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 41 In cases where a partnership enterprise 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 42 In cases where the liquidating party for a partnership enterprise 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 43 In cases where a partnership enterprise 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 44 In cases where a partnership enterprise 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 45 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 enterprises, the administrative punishments shall be imposed.

Article 46 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 Provisions

Article 47 The items of charging with regard to the registration of partnership enterprises 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 48 These Measures shall come into effect as of the date of promulgation.