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Corporate Service - China

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Q&A Regarding Partnership Enterprise (5)

Answer
Q:
How do new partners join the partnership enterprise?
A:
Unless otherwise agreed in the partnership agreement, the admission of new partners shall be unanimously agreed by all partners and a written admission agreement shall be concluded according to law. When entering into the admission agreement, the original partner shall truthfully inform the new partner of the operating and financial conditions of the original partnership enterprise.

Q:
What is the difference between the new partner and the original partner?
A:
The new partner who joins the partnership enterprise shall enjoy the same rights and bear the same responsibilities as the original partner. If there are other provisions in the partnership agreement, such provisions shall prevail. The new partner shall bear unlimited joint and several liability for the debts of the partnership enterprise prior to their admission.

Q:
How can the partners withdraw from the partnership enterprise?
A:
Where the term of partnership is stipulated in the partnership agreement, the partners may withdraw from the partnership under any of the following circumstances during its existence:
  1. The cause of withdrawal agreed in the partnership agreement has occurred;
  2. With the unanimous consent of all partners;
  3. The cause of difficult for partners to continue to participate in the partnership has occurred;
  4. Other partners have seriously breached their obligations under the partnership agreement.

Q:
How can the partners withdraw from the partnership enterprise if the partnership agreement does not stipulate the term of partnership?
A: Where the partnership agreement does not stipulate the term of partnership, the partners may withdraw from the partnership enterprise without adversely affecting the execution of the partnership affairs, but shall notify the other partners 30 days in advance.

Q:
Can the partnership enterprise delist its partners?
A: Under any of the following circumstances, a partner may be delisted by resolution with the unanimous consent of the other partners:
  1. Failure to fulfill capital contribution obligations;
  2. Cause losses to the partnership enterprise due to intentional or gross negligence;
  3. Have misconduct in the execution of partnership affairs;
  4. The cause agreed in the partnership agreement has occurred.
The decision to delist the partners shall be notified in writing of the person delisted. The delisting takes effect on the date of the delisting notice is received by the delisted person, and the delisted person withdraws from the partnership enterprise.

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