Law of the People's Republic of China on
(Adopted and promulgated at the 24th Meeting of the Standing Committee of the Eighth National
People's Congress on February 23, 1997 )
Chapter I General Provisions
This Law is formulated with a view of standardizing partnership enterprises' activities,
protecting the legitimate rights and interests of partnership enterprises and their partners,
maintaining the social and economic order, and promoting the development of the socialist
"Partnership enterprise" mentioned in this Law refers to a profit-making organization
established within the territory of China according to this Law with their partners associated
under a partnership agreement, each making capital contributions, carrying out business
operations, distributing profits, undertaking risks and bearing unlimited and joint liability for
the partnership enterprise's debts.
A partnership agreement shall be in written form after consultation and agreement among all
the partners according to law.
In concluding a partnership agreement and establishing a partnership enterprise, the parties
shall follow the principles of voluntariness, equality, fairness, honesty and credibility.
Partnership enterprises shall not use words such as "limited" or "limited liability" in their
In engaging in business activities, partnership enterprises must observe laws and
administrative regulations and abide by professional ethics.
Property, legitimate rights and interests of partnership enterprises and their partners shall
be protected by law.
Chapter II Establishment of Partnership Enterprises
The following conditions shall be fulfilled for the establishment of a partnership
(1) two or more partners each of which to bear unlimited liability according to law;
(2) a written partnership agreement;
(3) capital contributions actually made by each of partners;
(4) the name of the partnership enterprise; and
(5) the place of business and conditions necessary for partnership operations.
A partner shall be a person with full capacity for civil conduct.
Those prohibited by laws or administrative regulations from engaging in profit-making
activities shall not be partners of a partnership enterprise.
A partner may make his capital contributions in currency, or by providing material objects,
land use rights, intellectual property rights or other property rights. The capital contributions
above-mentioned shall be legal property or property rights owned by the partner.
Capital contributions in other forms than in currency may, if necessary, be appraised and
evaluated by all the partners through consultation, or by a statutory evaluation institution with
the authorization of all the partners.
A partner may provide personal services as capital contributions after consultation and
agreement among all the partners. The evaluation of contributions in the form of services shall
be determined by all the partners through consultation.
Partners shall perform their duties of capital contribution in terms of the form, amount and
time limit of such contribution, as agreed upon among them in the partnership agreement.
Capital contributions actually made by each of the partners according to the partnership
agreement shall be regarded as contributing to the partnership enterprise.