Laws of the People's Republic of China

The State Council

Decree of the State Council of the People's Republic of China

No. 236

Measures of the People's Republic of China for the Administration of Partnership Enterprise Registration are hereby promulgated and shall come into force as of the date of promulgation.

Premier of the State Council, Li Peng

November 19, 1997

Measures of the People's Republic of China for the Administration of Partnership Enterprise Registration

Chapter I General Provisions

Article 1

These Measures are formulated in accordance with the Partnership Enterprise Law of the People's Republic of China (hereinafter referred to as the Partnership Enterprise Law) for the purpose of confirming the management qualifications of partnership enterprises and standardizing the act of partnership enterprise registration.

Article 2

Formalities for enterprise registration shall be completed in pursuance of the provisions of the Partnership Enterprise Law and these Measures for the establishment, change and nullification of a partnership enterprise.

Article 3

A partnership enterprise may engage in business operations only upon the approval and registration by the enterprise registration organ in accordance with law and obtainment of a business license.

A partnership enterprise shall engage in business operations in accordance with law within the registration matters approved by the enterprise registration organ.

Article 4

An organ of industry and commerce administration shall be the partnership enterprise registration organ (hereinafter referred to as the enterprise registration organ).

The department of industry and commerce administration under the State Council shall take charge of the work of partnership enterprise registration nationwide.

Municipal and county organs of industry and commerce administration shall be responsible for the partnership enterprise registration in areas under their respective jurisdiction.

Chapter II Registration for the Establishment

Article 5

The qualifications prescribed inArticle 8 of the Partnership Enterprise Law shall be met for the establishment of a partnership enterprise.

Article 6

For the establishment of a partnership enterprise, the representative designated by all the partners or their jointly entrusted agent shall apply to the enterprise registration organ for registration for the establishment thereof.

Article 7

The registration matters of a partnership enterprise shall include the name, business site, business scope, the mode of operations of the partnership enterprise and the names of partners and their residences, amount of contribution and mode of contribution.

For any partnership enterprise that determines the partner conducting the affairs of the partnership enterprise or the establishment of branch offices, the registration matters shall also include information on the partner conducting the affairs of the partnership enterprise or the branch offices.

Article 8

The following documents shall be presented to the enterprise registration organ for the application for the establishment of a partnership enterprise:

(1)

An application letter for the registration for the establishment signed by all partners;

(2)

Identification papers of all partners;

(3)

A letter of authority for the representative designated by all partners or the jointly entrusted agent;

(4)

The partnership agreement;

(5)

Certificates of contribution ownership rights;

(6)

Certificate of the business site; and

(7)

Other documents the presentation of which are prescribed by the department of industry and commerce administration under the State Council.

For partnership enterprises the establishment of which are subject to examination and approval provided for by laws and administrative regulations, relevant approval documents shall also be presented. For any partnership enterprise that agrees in the partnership agreement or is decided by all partners to entrust one or several partners to conduct the affairs of the partnership enterprise, a letter of authority of all partners shall also be presented.

Article 9

An enterprise registration organ shall, within 30 days from the date of receipt of all documents presented by an applicant pursuant to the provisions ofArticle 8 of these Measures, make a decision of approval and registration or that of no registration.

Article 10

The date of issuance of a business license for a partnership enterprise shall be the date of establishment of the partnership enterprise.

Chapter III Change(s) in Registration

Article 11

An application for change(s) in registration shall be submitted to the original enterprise registration organ within 15 days from the date of making the decision for change(s) or occurrence of the change(s)for the occurrence of change(s) in the registration matters of a partnership enterprise.

Article 12

The following documents shall be presented to the original enterprise registration organ for the application for change(s) in registration by a partnership enterprise:

(1)

An application letter for change(s) in registration;

(2)

The decision on change(s) signed all partners or the testimonial documents of the occurrence of change(s); and

(3)

Other documents the presentation of which are prescribed by the department of industry and commerce administration under the State Council.

For change(s) in matters subject to examination and approval provided for by laws and administrative regulations, relevant approval documents shall also be presented.

Article 13

An enterprise registration organ shall, within 30 days from the date of receipt of all documents in conformity with the provisions ofArticle 12 of these Measures, make a decision of approval for change(s) in registration or that of no registration for the change(s).

The enterprise registration organ shall reissue a business license in the event of the change(s) in registration matters of a partnership enterprise involving change(s) in the business license.

Chapter IV Nullification of Registration

Article 14

A partnership enterprise that is disbanded in pursuance of the provisions ofArticle 57 of the Partnership Enterprise Law shall, within 15 days from the date of completion of settlement, go through the formalities of nullification of registration at the original enterprise registration organ.

Article 15

The following documents shall be presented when a partnership enterprise goes through the formalities of nullification of registration:

(1)

An application letter for the nullification of registration signed by all partners;

(2)

The settlement statement signed by all partners; and

(3)

Other documents the presentation of which are prescribed by the department of industry and commerce administration under the State Council.

A partnership enterprise shall hand in the business license when going through the formalities of nullification of registration.

Article 16

A partnership enterprise is terminated upon nullification of registration by an enterprise registration organ.

Chapter V Registration of Branch Office(s)

Article 17

A partnership enterprise shall apply to the enterprise registration organ of the locality wherein the branch office(s) is (are) located for the registration for the establishment of a branch office(s).

Article 18

The registration matters of a branch office shall include the name, business site, business scope, mode of operations of the branch office and the name and residence of the responsible person of the branch office.

The business scope and mode of operations of a branch office shall not exceed those of the partnership enterprise.

Article 19

The following documents shall be presented to the enterprise registration organ for the establishment of a branch office by a partnership enterprise:

(1)

An application letter for the registration for the establishment of a branch office;

(2)

The decision for the establishment of a branch office signed by all partners;

(3)

A copy of the business license of the partnership enterprise with the seal of the enterprise registration organ affixed;

(4)

A letter of authority for the responsible person entrusted by all partners to conduct the affairs of the branch office and his/her identification papers;

(5)

Certificate of the business site; and

(6)

Other documents the presentation of which are prescribed by the department of industry and commerce administration under the State Council.

For a partnership enterprise whose establishment of a branch office is subject to examination and approval as provided for under laws and administrative regulations, relevant approval documents shall also be presented.

Article 20

Application by a partnership enterprise for change(s) in registration or nullification of registration of its branch office shall be handled with reference to the provisions governing change(s) in registration and nullification of registration of partnership enterprises of these Measures.

Chapter VI Annual Inspection and License Management

Article 21

Partnership enterprises shall, pursuant to the requirements of enterprise registration organs, present annual inspection reports and other documents within the specified time and be subject to annual inspection.

Article 22

Enterprise registration organs shall examine the annual inspection documents presented by partnership enterprises to confirm their qualifications for continued operations.

Article 23

The business license of a partnership enterprise has an original copy and a copy. The original copy and the copy are equally authentic legally.

A partnership enterprise may, according to business requirements, apply to the enterprise registration organ for the issuance of a number of copies of the business license.

A partnership enterprise shall place the original copy of the business license in an eye-catching position at the business site.

Article 24

No unit or individual shall forge, alter, sell, lease, lend or transfer the business license in other forms.

In the event of loss or damage of the business license, a partnership enterprise shall publish a statement to declare it null and void in the newspaper designated by the enterprise registration organ and apply to the enterprise registration organ for obtainment of a new license or change the license.

Article 25

Formats of the original copy and the copy of business license of partnership enterprise shall be formulated by the department of industry and commerce administration under the State Council.

Chapter VII Legal Liability

Article 26

Whoever engages in business operations in the name of a partnership enterprise without the approval and registration of the enterprise registration organ in accordance with law and obtainment of a business license shall be ordered by the enterprise registration organ to stop the business operations and may be imposed a fine of less than RMB 5000 Yuan.

Article 27

Whoever presents fake documents or adopt other fraudulent means in going through partnership enterprise registration for the obtainment of partnership enterprise registration shall be ordered by the enterprise registration organ to make a rectification and may be imposed a fine of less than RMB 5000 Yuan; where the circumstances are serious, the enterprise registration shall be nullified and the business license revoked.

Article 28

Whoever fails to go through change(s) in registration in accordance with the provisions of these Measures in the event of change(s)in registration matters of a partnership enterprise shall be ordered by the enterprise registration organ to make a rectification within the specified time; whoever fails to go through change(s) in registration on expiry of the specified time shall be imposed a fine of less than RMB 2000 Yuan.

Article 29

The settler of a partnership enterprise who fails to submit the settlement statement to the enterprise registration organ or conceal important facts or there are major omissions in the settlement statement submitted shall be ordered by the enterprise registration organ to make a rectification.

Article 30

A partnership enterprise that fails to go through the nullification of registration upon disbandment and completion of settlement shall be revoked of its business license by the enterprise registration organ.

Article 31

A partnership enterprise that fails to accept annual inspection pursuant to the provisions of these Measures shall be ordered by the enterprise registration organ to accept annual inspection within the specified time and may be imposed a fine of less than RMB 3000 Yuan; a partnership enterprise that fails to accept annual inspection on expiry of the specified time shall be nullified of its registration and revoked of the business license.

Article 32

A partnership enterprise that conceals the truth and indulges in fraudulent practices in annual inspection shall be ordered by the enterprise registration organ to make a rectification and may be imposed a fine of less than RMB 3000 Yuan.

Article 33

A partnership enterprise that fails to place the original copy of its business license in an eye-catching position at the business site shall be ordered by the enterprise registration organ to make a rectification within the specified time.

Article 34

A partnership enterprise that leases, lends or transfers the business license in other forms shall be ordered by the enterprise registration organ to make a rectification and may be imposed a fine of less than RMB 5000 Yuan; where the circumstances are serious, registration of the enterprise shall be nullified and the business license shall be revoked.

Any lessee, borrower or transferee in other forms of the business license that engages in business operations shall be ordered by the enterprise registration organ to stop the business operations and may be imposed a fine of less than RMB 5000 Yuan.

Article 35

Any functionary of enterprise registration organs who abuses power, indulges in self-seeking misconducts, accepts bribes or infringes on the legitimate rights and interests of partnership enterprises which constitute a crime shall be investigated of criminal liability; where no crime has been constituted, administrative sanctions shall be administered according to law.

Chapter VIII Supplementary Provision

Article 36

These Measures shall enter into force as of the date of promulgation.