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| Category | ADMINISTRATION FOR INDUSTRY AND COMMERCE | Organ of Promulgation | The State Council | Status of Effect | In Force |
| Date of Promulgation | 1997-11-19 | Effective Date | 1997-11-19 |
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Measures of the People's Republic of China for the Administration of Partnership Enterprise Registration |
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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 Article 5 The qualifications prescribed in Article 8 of the Partnership Article 6 For the establishment of a partnership enterprise, the Article 7 The registration matters of a partnership enterprise shall For any partnership enterprise that determines the partner conducting Article 8 The following documents shall be presented to the enterprise (1)An application letter for the registration for the establishment (2)Identification papers of all partners; (3)A letter of authority for the representative designated by all (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 For partnership enterprises the establishment of which are subject to Article 9 An enterprise registration organ shall, within 30 days from Article 10 The date of issuance of a business license for a partnership Article 11 An application for change(s) in registration shall be Article 12 The following documents shall be presented to the original (1)An application letter for change(s) in registration; (2)The decision on change(s) signed all partners or the testimonial (3)other documents the presentation of which are prescribed by the For change(s) in matters subject to examination and approval provided for Article 13 An enterprise registration organ shall, within 30 days from The enterprise registration organ shall reissue a business license Article 14 A partnership enterprise that is disbanded in pursuance of the provisions of Article 57 of the Partnership Enterprise
Law shall, within Article 15 The following documents shall be presented when a partnership (1)An application letter for the nullification of registration signed (2)The settlement statement signed by all partners; and (3)other documents the presentation of which are prescribed by the A partnership enterprise shall hand in the business license when Article 16 A partnership enterprise is terminated upon nullification of registration by an enterprise registration organ. Article 17 A partnership enterprise shall apply to the enterprise Article 18 The registration matters of a branch office shall include The business scope and mode of operations of a branch office shall not Article 19 The following documents shall be presented to the 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 (3)A copy of the business license of the partnership enterprise with (4)A letter of authority for the responsible person entrusted by all (5)Certificate of the business site; and (6)other documents the presentation of which are prescribed by the For a partnership enterprise whose establishment of a branch office is Article 20 Application by a partnership enterprise for change(s) in Article 21 Partnership enterprises shall, pursuant to the requirements Article 22 Enterprise registration organs shall examine the annual Article 23 The business license of a partnership enterprise has an A partnership enterprise may, according to business requirements, apply A partnership enterprise shall place the original copy of the business Article 24 No unit or individual shall forge, alter, sell, lease, lend In the event of loss or damage of the business license, a partnership Article 25 Formats of the original copy and the copy of business licence Article 26 Whoever engages in business operations in the name of a Article 27 Whoever presents fake documents or adopt other fraudulent Article 28 Whoever fails to go through change(s) in registration in Article 29 The settler of a partnership enterprise who fails to submit Article 30 A partnership enterprise that fails to go through the Article 31 A partnership enterprise that fails to accept annual Article 32 A partnership enterprise that conceals the truth and Article 33 A partnership enterprise that fails to place the original Article 34 A partnership enterprise that leases, lends or transfers Any lessee, borrower or tranferee in other forms of the business license Article 35 Any functionary of enterprise registration organs who Article 36 These Measures shall enter into force as of the date of promulgation.
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shall be responsible for the partnership enterprise registration in areas
under their respective jurisdiction.
Chapter II Registration for the Establishment
Enterprise Law shall be met for the establishment of a partnership enterprise.
representative designated by all the partners or their jointly entrusted
agent shall apply to the enterprise registration organ for registration
for the establishment thereof.
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.
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.
registration organ for the application for the establishment of a partnership
enterprise:
signed by all partners;
partners or the jointly entrusted agent;
department of industry and commerce administration under the State Council.
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.
the date of receipt of all documents presented by an applicant pursuant to
the provisions of Article 8 of these Measures, make a decision of approval
and registration or that of no registration.
enterprise shall be the date of establishment of the partnership enterprise.
Chapter III Change(s) in Registration
submitted to the original enterprise registration organ within 15 days from
the date of making the decision for change(s) or occurence of the change(s)
for the occurence of change(s) in the registration matters of a partnership
enterprise.
enterprise registration organ for the application for change(s) in
registration by a partnership enterprise:
documents of the occurence of change(s); and
department of industry and commerce administration under the State Council.
by laws and administrative regulations, relevant approval documents shall
also be presented.
the date of receipt of all documents in conformity with the provisions of Article 12 of these Measures, make a decision of approval
for change(s) in
registration or that of no registration for the change(s).
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
15 days from the date of completion of settlement, go through the formalities
of nullification of registration at the original enterprise registration
organ.
enterprise goes through the formalities of nullification of registration:
by all partners;
department of industry and commerce administration under the State Council.
going through the formalities of nullification of registration.
Chapter V Registration of Branch Office(s)
registration organ of the locality wherein the branch office(s) is(are)
located for the registration for the establishment of a branch office(s).
the name, business site, business scope, mode of operattions of the branch
office and the name and residence of the responsible person of the branch
office.
exceed those of the partnership enterprise.
registration organ for the establishment of a branch office by a partnership
enterprise:
partners;
the seal of the enterprise registration organ affixed;
partners to conduct the affairs of the branch office and his/her
identification papers;
department of industry and commerce administration under the State Council.
subject to examination and approval as provided for under laws and
administrative regulations, relevant approval documents shall also be
presented.
registration or nuliification 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
of enterprise registration organs, present annual inspection reports and
other documents within the specified time and be subject to annual inspection.
inspection documents presented by partnership enterprises to confirm their
qualifications for continued operations.
original copy and a copy. The original copy and the copy are equally
authentic legally.
to the enterprise registration organ for the issuance of a number of copies
of the business license.
license in an eye-catching position at the business site.
or transfer the business license in other forms.
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.
of partnership enterprise shall be formulated by the department of industry
and commerce administration under the State Council.
Chapter VII Legal Liability
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.
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.
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.
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.
nullification of registration upon disbandment and completion of settlement
shall be revoked of its business license by the enterprise registration organ.
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.
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.
copy of its business licence 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.
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.
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.
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
URL: http://www.asianlii.org/cn/legis/cen/laws/mftaoper725