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 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 Article 2 Formalities for enterprise registration shall be completed in pursuance of the provisions of the Partnership Enterprise Law and these Article 3 A partnership enterprise may engage in business operations only upon the approval and registration by the enterprise registration A partnership enterprise shall engage in business operations in accordance with law within the registration matters approved by the Article 4 An organ of industry and commerce administration shall be the partnership enterprise registration organ (hereinafter referred to as The department of industry and commerce administration under the State Council shall take charge of the work of partnership enterprise Municipal and county organs of industry and commerce administration shall be responsible for the partnership enterprise registration 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 Article 7 The registration matters of a partnership enterprise shall include the name, business site, business scope, the mode of operations For any partnership enterprise that determines the partner conducting the affairs of the partnership enterprise or the establishment Article 8 The following documents shall be presented to the enterprise registration organ for the application for the establishment of a partnership (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 For partnership enterprises the establishment of which are subject to examination and approval provided for by laws and administrative Article 9 An enterprise registration organ shall, within 30 days from the date of receipt of all documents presented by an applicant pursuant 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 Article 12 The following documents shall be presented to the original enterprise registration organ for the application for change(s) in registration (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 For change(s) in matters subject to examination and approval provided for by laws and administrative regulations, relevant approval Article 13 An enterprise registration organ shall, within 30 days from the date of receipt of all documents in conformity with the provisions The enterprise registration organ shall reissue a business license in the event of the change(s) in registration matters of a partnership 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 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 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 Article 18 The registration matters of a branch office shall include the name, business site, business scope, mode of operations of the branch 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 (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 (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 For a partnership enterprise whose establishment of a branch office is subject to examination and approval as provided for under laws Article 20 Application by a partnership enterprise for change(s) in registration or nullification of registration of its branch office shall 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 Article 22 Enterprise registration organs shall examine the annual inspection documents presented by partnership enterprises to confirm their 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 A partnership enterprise may, according to business requirements, apply to the enterprise registration organ for the issuance of a 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 Article 25 Formats of the original copy and the copy of business license of partnership enterprise shall be formulated by the department of industry 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 Article 27 Whoever presents fake documents or adopt other fraudulent means in going through partnership enterprise registration for the obtainment 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 Article 29 The settler of a partnership enterprise who fails to submit the settlement statement to the enterprise registration organ or conceal Article 30 A partnership enterprise that fails to go through the nullification of registration upon disbandment and completion of settlement Article 31 A partnership enterprise that fails to accept annual inspection pursuant to the provisions of these Measures shall be ordered by the Article 32 A partnership enterprise that conceals the truth and indulges in fraudulent practices in annual inspection shall be ordered by the Article 33 A partnership enterprise that fails to place the original copy of its business license in an eye-catching position at the business Article 34 A partnership enterprise that leases, lends or transfers the business license in other forms shall be ordered by the enterprise registration Any lessee, borrower or transferee in other forms of the business license that engages in business operations shall be ordered by Article 35 Any functionary of enterprise registration organs who abuses power, indulges in self-seeking misconducts, accepts bribes or infringes Chapter VIII Supplementary Provision Article 36 These Measures shall enter into force as of the date of promulgation. |
The State Council
1997-11-19