What is a Partnership Agreement?

A partnership agreement is a contract of a partnership enterprise that is agreed upon in writing by all partners in accordance with the law.

Partnership agreement

The partnership agreement is agreed upon by all partners in accordance with the law.

In entering into a partnership contract, in addition to following the general principles of contract conclusion, the following related matters should also be noted:

1. Sort out the capital contribution of partners

The contribution of partners is the material basis for the development of partnership business. Partners can make capital contributions in currency, in kind, intellectual property rights, land use rights, or other property rights, as well as labor services. The amount of capital contributed by partners is not necessarily the same, and the types of capital contributed are not necessarily the same, but they must be converted into several shares according to their value. Therefore, no matter how the capital contribution is made, the method, amount and duration of the capital contribution by the partners should be clearly specified in the agreement.

The determination of the amount of funds contributed by the partners can be entrusted by all partners to the statutory evaluation agency to evaluate the price, or it can be determined by the consultation of all partners. It is important to clearly state the amount and proportion of the funds contributed by each partner when signing the partnership agreement Only then can the rights and obligations of each partner be clarified in future earnings distribution and debt commitment.

2. Review of partner's subject qualification

Examining the qualifications of partners should include the partners' character, ability, family situation, assets, and whether there are large external debts. This is the most important aspect of signing a partnership agreement. If the partner is an enterprise, it should keep a copy of its business license; if the partner is an individual, it should record its ID card number, home address, and phone number in detail.

In addition, the following restrictions should be noted when reviewing the qualifications of partner entities:

(1) Wholly state-owned companies, state-owned enterprises, listed companies, and public welfare institutions and social organizations may not become general partners;

(2) In a general partnership, if the partners are natural persons, they shall have full capacity for civil conduct; in a limited partnership, the limited partners who are natural persons may be borne by persons who do not have full capacity for civil conduct;

(3) In special general partnerships, partners need to have corresponding professional qualifications, for example, partners in law firms need to have legal practice qualifications;

(4) When a natural person who is a limited partner dies, is declared dead according to law, or is terminated by a legal person or other organization that is a limited partner, his heirs or rights holders may obtain the qualification of the limited partner in a limited partnership according to law.

3. Prohibited words

Partnerships must not be named "limited" or "limited liability" in partnership agreements

According to Article 2 of the "Partnership Law of the People's Republic of China (2006)", partners of general partnerships assume unlimited joint and several liability for corporate debts; general partners of limited partnerships assume unlimited joint and several liability for partnership debts, limited partners It shall bear joint and several liability for the debts of the partnership enterprise within the limit of its subscribed capital contribution. If the partnership is named after "limited" or "limited liability", it is deceptive and may affect normal trading behavior.

4. Clearly stipulate the rights and obligations of partners

(1) The rights of partners include:

The right to operate, vote and supervise the partnership affairs The business activities of the partnership are jointly determined by the partners, regardless of the amount of investment,

Each partner has the right to operate, vote and supervise.

Distribution rights of partnership benefits Partners have the right to distribute profits in accordance with the requirements of the agreement. Profit is based on investment proportion, investment

Efforts are still assigned to the management of partnership affairs or other means. Even if all partners give tacit consent, they should be included in the agreement.

Be clear.

Right to inspect books

Regarding the operating status and financial status of the partnership, partners have the right to inspect the books.

Right to withdraw

The agreement should take into account the agreed method of withdrawal, the sharing of debts, the division of partnership property, and the withdrawal of partnerships to other partners.

How to compensate for losses.

(2) The obligations of partners include:

Fully invested

The partners shall actually deliver the capital in accordance with the agreement

Share the operating losses and debts of the partnership

The specific manifestation is the joint and several liability to the outside, and to share the responsibility for operating losses and debts in proportion to the inside. To avoid the day

Later, there are situations where each other pushes each other, and the agreement should also be as clear as possible in the agreement.

The issues that should be paid attention to when signing a partnership agreement are:

(1) Individual partnerships can be identified by name, approved and registered in accordance with law, and engaged in business within the approved business scope. The partners shall conclude a written agreement on such matters as the amount of capital contribution, surplus distribution, debt commitment, occupancy, withdrawal, and termination of the partnership.

Partners' rights are:

The right to operate, decide and supervise partnership affairs, and the partners' business activities are jointly determined by the partners. Everyone has the right to vote, no matter how much they contribute;

Partners enjoy the right to distribute partnership benefits;

The distribution of partnership benefits by the partners shall be based on the proportion of capital contribution or the contract, and the property accumulated in the partnership shall be owned by the partners;

Partners have the right to withdraw from partnership.

The partners' obligations are:

Maintain the unity of partnership property in accordance with the partnership agreement;

Share the operating losses and debts of the partnership;

Partnership debts bear joint and several liabilities.

(2) The business activities of an individual partnership shall be decided jointly by the partners, and the partners have the right to execute or supervise. Partners can nominate persons in charge. All partners shall bear civil liability for the business activities of the person in charge of the partnership and other personnel. The debts of a partnership shall be paid by the partners with their respective property according to the proportion of capital contribution or the agreement. Partners are jointly and severally liable for the debts of the partnership, unless otherwise provided by law. Partners who have repaid partnership debts in excess of their own liabilities shall have the right to recover from other partners.

A partnership agreement is a legal document necessary for the establishment of a partnership organization. It is a basic legal document that clarifies the rights and obligations of partners. It is also a necessary legal document for the establishment of a partnership organization that must be reported to the competent authority.

Partnership agreement as a common

Chapter I General Provisions

Article 1 According to the "People's Republic of China Partnership Enterprise Law" and other relevant laws and regulations, the cost agreement was reached after all partners reached consensus.

Article 2 All partners shall consciously abide by this agreement, and the breacher shall bear the liability for breach of contract in accordance with laws, regulations and the provisions of this agreement.

Chapter II Purpose of Partnership and Business Scope of Partnership

Article 3 Purpose of partnership: In order to establish this partnership.

Article 4 Business scope and methods of partnership enterprises:

Chapter III Name and Address of Partnership

Article 5 Name of partnership enterprise:

Article 6 Partnership address (location of main place of business):

Chapter 4 Names and Addresses of Partners

Article 7 All partners of a partnership enterprise.

Name and address, identification number.

Chapter V Method, Amount and Time Limit for Contribution of Partners

Article 8 The method and amount of capital contribution by partners are as follows:

Partner Name Contribution Method Amount Evaluation Price (RMB) Evaluation Method

Article 9 The partners shall pay the capital contribution before the date.

Article 10 During the duration of the partnership enterprise, the partners may increase the capital contribution to the partnership enterprise to expand the scale of operations or make up losses in accordance with the partnership agreement or the decision of all partners.

Chapter VI Property of Partnerships

Article 11 During the duration of a partnership business, the capital contribution of the partners and all income obtained in the name of the partnership business shall be the property of the partnership business.

The property of a partnership enterprise is jointly managed and used by all partners in accordance with law.

Article 12 Prior to the liquidation of a partnership enterprise, partners may not request the division of the property of the partnership enterprise, except as otherwise provided in the "Partnership Law of the People's Republic of China".

Article 13 During the duration of the partnership, the partners must transfer all or part of their property shares in the partnership to a person other than the partners, without the unanimous consent of the other partners.

When transferring all or part of the property in a partnership between partners, the other partners shall be notified.

Article 14 In the event that a partner transfers his property share according to law, other partners have the right of priority assignment under the same conditions.

Article 15 With the consent of all partners, if a person other than the partner transfers the property share of the partnership according to law, the partnership agreement will become a partner of the partnership after amendments, and enjoy the rights and responsibilities according to the revised partnership agreement.

Article 16 Where a partner contributes capital with his share of property in a partnership enterprise, the other partners must agree unanimously. Without the unanimous consent of the other partners, if the partners make capital contributions based on their share of the property in the partnership, other acts are invalid, or they are treated as withdrawals; if they cause losses to other partners, they shall be liable for compensation according to law.

Chapter VII Execution of Partnership Business

Article 17 The deliberations of the partnership enterprise are:

Article 18 The voting methods of partners on matters related to the partnership are as follows:

Article 19 It is determined through consultation among all partners that the following partners shall execute the partnership business affairs:

The partner who executes the affairs of the partnership enterprise represents the partnership enterprise externally.

Article 20 The partners who execute the partnership affairs shall report to the other partners who do not participate in the execution of the affairs once a month. The report content includes: the implementation of the affairs and the operating status and financial status of the partnership.

Article 21 Partners who do not participate in the execution of partnership business affairs shall have the right to supervise the execution of business affairs partners and check their execution of partnership business affairs.

Article 22 In order to understand the operating status and financial status of the partnership enterprise, the partners have the right to consult the account books.

Article 23 Partners may raise objections to the affairs performed by other partners. When raising an objection, the execution of the matter shall be suspended, and if a dispute arises, it may be decided jointly by all partners.

If the partner entrusted to execute the affairs of the partnership does not execute the affairs in accordance with the partnership agreement or the decision of all partners, other partners may decide to revoke the entrustment.

Article 24 The profits generated by a partner's execution of a partnership office belong to all partners, and the losses or civil liabilities incurred by the partners shall be borne by all partners.

Article 25 The following affairs of a partnership enterprise must be agreed by all partners:

(1) Disposal of real estate of a partnership

(B) change of partnership name

(3) Transfer or disposition of intellectual property rights and other property rights of the partnership

(4) Applying to the enterprise registration authority for the change registration formalities;

(5) Providing guarantees to others in the name of a partnership

(6) appointing persons other than partners as the management personnel of the partnership enterprise;

(7) Relevant matters agreed in the partnership agreement

Article 26 A partner may not run a business that competes with a partnership enterprise by himself or in cooperation with others.

Without the consent of all partners, partners may not conduct transactions with this partnership.

Partners must not engage in activities that harm the interests of the partnership.

Chapter VIII Profit Distribution, Loss Sharing and Creditor's Rights

Article 27 The distribution ratio of the partners' profits to the partnership is as follows:

Article 28 The proportion of the partners' commitment to the losses of the partnership is as follows:

Article 29 The partnership enterprise shall settle once a month. The specific plan for profit distribution or loss sharing in the previous period shall be determined and recorded by all partners in accordance with Articles 27 and 28 through consultation.

Article 30 A partnership enterprise shall first pay off all its assets with its debts. If the property of the partnership is insufficient to settle the debts due, each partner shall bear unlimited joint and several liabilities.

Article 31 When the entire debt of the partnership is used to settle the debts of the partnership, the shortfall shall be paid by the partners in accordance with the proportion agreed in Article 28 of this agreement with their own property other than the capital contribution of the partnership.

As the partners bear joint and several liabilities, if the amount paid off exceeds the amount they have undertaken, they have the right to claim compensation from other partners.

Article 32 A creditor of a partner in a partnership enterprise may not use the creditor's right to offset his debt to the partnership enterprise.

Article 33 A partner is personally indebted, and his creditors must not subrogate the partner's rights in the partnership.

Article 34 If a partner's personal property is insufficient to pay off his personal debts, the partner can only use the proceeds it has collected from the partnership for settlement; the creditor may also request the people's court to enforce the partner's The share of property in the partnership is used for settlement.

The other partners have the priority to assign the partner's property share.

Chapter IX Enrollment and Withdrawal

Article 35 When a new partner joins a partnership, all partners should agree to it and conclude a written partnership agreement in accordance with the law.

When entering into a partnership agreement, the original partner shall inform the new partner of the operating status and financial status of the original partnership.

Article 36 The new partner who joins the partnership enjoys the same rights and assumes the same responsibilities as the original partner. If there is another agreement in the partnership agreement, such agreement shall prevail.

The new partner who joins the company shall be jointly and severally liable for the debts of the partnership before the partnership.

Article 37 If the partnership agreement stipulates the operating period of the partnership enterprise, the partners may withdraw from the partnership under the following circumstances:

(1) The reasons for withdrawal from partnership as stipulated in the partnership agreement appear;

(2) Withdrawal from the partnership with the consent of all partners;

(3) Reasons why it is difficult for partners to continue to participate in the partnership enterprise;

(4) Other partners have seriously breached their obligations stipulated in the partnership agreement.

Article 38 If the partnership agreement does not stipulate the operating period of the partnership, the partners may withdraw from the partnership without adversely affecting the execution of the affairs of the partnership, but they shall notify the other partners 30 days in advance.

Article 39 As soon as a partner violates the provisions of Articles 37 and 38, he shall obtain the partnership status of the partnership enterprise.

If the legal heir is unwilling to become a partner of the partnership, the partnership shall return its share of property inherited according to law.

If the heir of the partnership is a minor, with the unanimous consent of the other partners, the guardian may exercise his rights when he is a minor.

Article 43 If a partner withdraws from the partnership, the other partners shall make settlements with the withdrawn partner in accordance with the status of the partnership property at the time of withdrawal, and return the property share of the withdrawn partner.

If there is an unfinished partnership at the time of withdrawal, settlement will be made after the settlement.

Article 44 The method of returning the property share of the partner in the partnership enterprise shall be stipulated in the partnership agreement or determined by all partners. The currency may be returned or the physical object may be returned.

Article 45 Withdrawal partners shall bear joint and several liabilities with other partners for the debts of the partnership that have occurred prior to withdrawal.

Article 46 When a partner withdraws from a partnership and the property of the partnership is less than the debt of the partnership, the withdrawing partner shall share the losses in accordance with Article 24 of this agreement.

Chapter X Dissolution and Liquidation of Partnership Enterprises

Article 47 The term of operation of a partnership enterprise is years.

Article 48 A partnership enterprise shall be dissolved under any of the following circumstances:

(1) The partners are unwilling to continue operations when the operating period stipulated in the partnership agreement has expired;

(2) The reasons for dissolution stipulated in the partnership agreement appear;

(3) All partners decide to dissolve;

(4) The partners no longer have legal personnel;

(5) The legal purpose stipulated in the partnership agreement has been achieved or cannot be achieved;

(6) The business license has been revoked according to law;

(7) Other reasons for the dissolution of the partnership as required by laws and administrative regulations.

Article 49 The dissolution of a partnership enterprise shall be liquidated, and the liquidator shall be assumed by all partners; if it cannot be the liquidator of all partners, with the consent of more than half of all partners, one may appoint one within 15 days after the dissolution of the partnership enterprise. One or more partners or a third party is appointed as the liquidator.

If the liquidator is not determined within 15 days, the partners or other interested parties may apply to the people's court to designate the liquidator.

Article 50 During the liquidation period, the liquidator performs the following tasks:

(1) to clean up the property of the partnership, and prepare the balance sheet and property list separately;

(2) Handling the outstanding affairs of the partnership enterprise related to liquidation;

(3) paying off the taxes owed;

(4) liquidation of claims and debts;

(5) Dealing with the remaining assets of the partnership after the debts are settled;

(6) Participating in civil litigation on behalf of the partnership.

Article 51 After paying the liquidation expenses, the property of the partnership enterprise shall be settled in the following order:

(1) Salaries and labor insurance expenses owed by the partnership enterprise for recruitment;

(2) Taxes owed by the partnership;

Article 52 The matters not covered in this agreement may be supplemented by both parties. The supplementary agreement shall have the same effect as this agreement.

Article 53 This agreement is in triplicate, one for each partner and one for the agent. This agreement is effective from the date of signature (or seal) of the partners.

Partner: (Signed or stamped)

Partner: (Signed or stamped)

xxxx xx month xx