中华人民共和国合伙企业登记管理办法_法律英语

中华人民共和国合伙企业登记管理办法

文章来源：文章作者：发布时间：2007-05-24 02:54 字体： [大中小]　进入论坛

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国务院令第236号
(Promulgated by Decree No. 236 of the State Council of the People's Republic of China on November 19, 1997)
颁布日期：19971119 　实施日期：19971119 　颁布单位：国务院

　　Chapter I General Provisions

　　Article 1 These Measures are formulated¹ in accordance with the Partnership² 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 standardizing³ the act of partnership enterprise registration⁴.

　　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 license⁵.

　　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 shall be responsible for the partnership enterprise registration in areas under their respective jurisdiction⁶.

　　Chapter II Registration for the Establishment

　　Article 5 The qualifications prescribed in Article 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 jointly⁷ entrusted⁹ agent shall apply to the enterprise registration organ for registration for the establishment thereof.

　　Article 7 The registration matters of a partnership enterprise shall 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.

　　For any partnership enterprise that determines the partner conducting 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.

　　Article 8 The following documents shall be presented to the enterprise registration organ for the application for the establishment of a partnership enterprise:

　　(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 Council.

　　For partnership enterprises the establishment of which are subject to examination and approval provided for by laws and administrative¹⁰ regulations, relevant approval documents shall also be presented. For any partnership enterprise that agrees in the partnership agreement or is decided¹¹ by all partners to entrust⁸ one or several partners to conduct the affairs of the partnership enterprise, a letter of authority of all partners shall also be presented.

　　Article 9 An enterprise registration organ shall, within 30 days from the date of receipt of all documents presented by an applicant¹² pursuant to the provisions of Article 8 of these Measures, make a decision of approval and registration or that of no registration.

　　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 the date of making the decision for change(s) or occurrence of the change(s)for the occurrence of change(s) in the registration matters of a partnership enterprise.

　　Article 12 The following documents shall be presented to the original enterprise registration organ for the application for change(s) in registration by a partnership enterprise:

　　(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 Council.

　　For change(s) in matters subject to examination and approval provided for by laws and administrative regulations, relevant approval documents shall also be presented.

　　Article 13 An enterprise registration organ shall, within 30 days from the date of receipt of all documents in conformity¹³ 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).

　　The enterprise registration organ shall reissue a business license 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

　　Article 14 A partnership enterprise that is disbanded in pursuance of the provisions of Article 57 of the Partnership Enterprise Law shall, within 15 days from the date of completion of settlement, go through the formalities of nullification of registration at the original enterprise registration organ.

　　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 Council.

　　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 for the registration for the establishment of a branch office(s).

　　Article 18 The registration matters of a branch office shall include the name, business site, business scope, mode of operations of the branch office and the name and residence of the responsible person of the branch office.

　　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 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 partners;

　　(3)A copy of the business license of the partnership enterprise with the seal of the enterprise registration organ affixed¹⁴;

　　(4)A letter of authority for the responsible person entrusted by all partners to conduct the affairs of the branch office and his/her identification papers;

　　(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 Council.

　　For a partnership enterprise whose establishment of a branch office is subject to examination and approval as provided for under laws and administrative regulations, relevant approval documents shall also be presented.

　　Article 20 Application by a partnership enterprise for change(s) in registration or nullification 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 Inspection¹⁵ and License Management

　　Article 21 Partnership enterprises shall, pursuant to the requirements of enterprise registration organs, present annual inspection reports and other documents within the specified¹⁶ time and be subject to annual inspection.

　　Article 22 Enterprise registration organs shall examine the annual inspection documents presented by partnership enterprises to confirm their qualifications for continued operations.

　　Article 23 The business license of a partnership enterprise has an original copy and a copy. The original copy and the copy are equally authentic¹⁷ legally.

　　A partnership enterprise may, according to business requirements, apply to the enterprise registration organ for the issuance of a number of copies of the business license.

　　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 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.

　　Article 25 Formats¹⁸ of the original copy and the copy of business licence of partnership enterprise shall be formulated by the department of industry and commerce administration under the State Council.

　　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 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.

　　Article 27 Whoever presents fake documents or adopt other fraudulent 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 rectification¹⁹ 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 revoked²⁰.

　　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 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.

　　Article 29 The settler of a partnership enterprise who fails to submit the settlement statement to the enterprise registration organ or conceal²¹ important facts or there are major omissions²² in the settlement statement submitted shall be ordered by the enterprise registration organ to make a rectification.

　　Article 30 A partnership enterprise that fails to go through the nullification of registration upon disbandment and completion of settlement shall be revoked of its business license by the enterprise registration organ.

　　Article 31 A partnership enterprise that fails to accept annual 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.

　　Article 32 A partnership enterprise that conceals²³ the truth and 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.

　　Article 33 A partnership enterprise that fails to place the original 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.

　　Article 34 A partnership enterprise that leases, lends or transfers 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.

　　Any lessee²⁴, borrower or tranferee in other forms of the business license 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.

　　Article 35 Any functionary²⁵ of enterprise registration organs who abuses power, indulges in self-seeking misconducts, accepts bribes²⁶ or infringes²⁷ on the legitimate²⁸ 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 Supplementary²⁹ Provision

　　Article 36 These Measures shall enter into force as of the date of promulgation³⁰.

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1 formulated
v.构想出( formulate的过去式和过去分词 )；规划；确切地阐述；用公式表示
参考例句：
He claims that the writer never consciously formulated his own theoretical position. 他声称该作家从未有意识地阐明他自己的理论见解。来自《简明英汉词典》 This idea can be formulated in two different ways. 这个意思可以有两种说法。来自《现代汉英综合大词典》

2 partnership
n.合作关系，伙伴关系
参考例句：
The company has gone into partnership with Swiss Bank Corporation.这家公司已经和瑞士银行公司建立合作关系。 Martin has taken him into general partnership in his company.马丁已让他成为公司的普通合伙人。

3 standardizing
使合乎规格，使标准化( standardize的现在分词 )；规格化
参考例句：
These composite indices are derived by standardizing each of its component series. 这些综合指数是使通过把它们的组成部分中的各个数列标准化而获得的。 Significant progress was made in rectifying and standardizing nonbank financial institutions. 整顿和规范非银行金融机构取得重要进展。

4 registration
n.登记，注册，挂号
参考例句：
Marriage without registration is not recognized by law.法律不承认未登记的婚姻。 What's your registration number?你挂的是几号？

5 license
n.执照，许可证，特许；v.许可，特许
参考例句：
The foreign guest has a license on the person.这个外国客人随身携带执照。 The driver was arrested for having false license plates on his car.司机由于使用假车牌而被捕。

6 jurisdiction
n.司法权，审判权，管辖权，控制权
参考例句：
It doesn't lie within my jurisdiction to set you free.我无权将你释放。 Changzhou is under the jurisdiction of Jiangsu Province.常州隶属江苏省。

7 jointly
ad.联合地，共同地
参考例句：
Tenants are jointly and severally liable for payment of the rent. 租金由承租人共同且分别承担。 She owns the house jointly with her husband. 她和丈夫共同拥有这所房子。

8 entrust
v.信赖，信托，交托
参考例句：
I couldn't entrust my children to strangers.我不能把孩子交给陌生人照看。 They can be entrusted to solve major national problems.可以委托他们解决重大国家问题。

9 entrusted
v.委托，托付( entrust的过去式和过去分词 )
参考例句：
He entrusted the task to his nephew. 他把这任务托付给了他的侄儿。 She was entrusted with the direction of the project. 她受委托负责这项计划。来自《简明英汉词典》

10 administrative
adj.行政的，管理的
参考例句：
The administrative burden must be lifted from local government.必须解除地方政府的行政负担。 He regarded all these administrative details as beneath his notice.他认为行政管理上的这些琐事都不值一顾。

11 decided
adj.决定了的，坚决的；明显的，明确的
参考例句：
This gave them a decided advantage over their opponents.这使他们比对手具有明显的优势。 There is a decided difference between British and Chinese way of greeting.英国人和中国人打招呼的方式有很明显的区别。

12 applicant
n.申请人，求职者，请求者
参考例句：
He was the hundredth applicant for the job. 他是第100个申请这项工作的人。 In my estimation, the applicant is well qualified for this job. 据我看, 这位应征者完全具备这项工作的条件。

13 conformity
n.一致，遵从，顺从
参考例句：
Was his action in conformity with the law?他的行动是否合法？ The plan was made in conformity with his views.计划仍按他的意见制定。

14 affixed
adj.[医]附着的，附着的v.附加( affix的过去式和过去分词 )；粘贴；加以；盖（印章）
参考例句：
The label should be firmly affixed to the package. 这张标签应该牢牢地贴在包裹上。 He affixed the sign to the wall. 他将标记贴到墙上。来自《简明英汉词典》

15 inspection
n.检查，审查，检阅
参考例句：
On random inspection the meat was found to be bad.经抽查，发现肉变质了。 The soldiers lined up for their daily inspection by their officers.士兵们列队接受军官的日常检阅。

16 specified
adj.特定的
参考例句：
The architect specified oak for the wood trim. 那位建筑师指定用橡木做木饰条。 It is generated by some specified means. 这是由某些未加说明的方法产生的。

17 authentic
a.真的，真正的；可靠的，可信的，有根据的
参考例句：
This is an authentic news report. We can depend on it. 这是篇可靠的新闻报道, 我们相信它。 Autumn is also the authentic season of renewal. 秋天才是真正的除旧布新的季节。

18 formats
n.（出版物的）版式( format的名词复数 )；[电视]电视节目的总安排（或计划）
参考例句：
They are producing books in all kinds of different formats. 他们出版各种不同开本的书籍。来自《简明英汉词典》 A true GUI includes standard formats for representing text and graphics. 真正的图形用户界面包括表示文字和图形的标准格式。来自互联网

19 rectification
n. 改正, 改订, 矫正
参考例句：
The process of producing a shift of the average value is called rectification. 产生平均值移动的过程叫做整流。 This effect, in analogy to its radiofrequency counterpart, is known as optical rectification. 同它的射频对应物相仿，这种现象称为光学整流。

20 revoked
adj.[法]取消的v.撤销，取消，废除( revoke的过去式和过去分词 )
参考例句：
It may be revoked if the check is later dishonoured. 以后如支票被拒绝支付，结算可以撤销。来自辞典例句 A will is revoked expressly. 遗嘱可以通过明示推翻。来自辞典例句

21 conceal
v.隐藏，隐瞒，隐蔽
参考例句：
He had to conceal his identity to escape the police.为了躲避警方，他只好隐瞒身份。 He could hardly conceal his joy at his departure.他几乎掩饰不住临行时的喜悦。

22 omissions
n.省略( omission的名词复数 )；删节；遗漏；略去或漏掉的事（或人）
参考例句：
In spite of careful checking, there are still omissions. 饶这么细心核对，还是有遗漏。来自《现代汉英综合大词典》 It has many omissions; even so, it is quite a useful reference book. 那本书有许多遗漏之处，即使如此，尚不失为一本有用的参考书。来自《现代汉英综合大词典》

23 conceals
v.隐藏，隐瞒，遮住( conceal的第三人称单数 )
参考例句：
He conceals his worries behind a mask of nonchalance. 他装作若无其事，借以掩饰内心的不安。来自《简明英汉词典》 Drunkenness reveals what soberness conceals. 酒醉吐真言。来自《简明英汉词典》

24 lessee
n.（房地产的）租户
参考例句：
The lessor can evict the lessee for failure to pay rent.出租人可驱逐不付租金的承租人。 The lessee will be asked to fill in a leasing application.租赁人要求填写一张租赁申请。

25 functionary
n.官员；公职人员
参考例句：
No functionary may support or cover up unfair competition acts.国家官员不得支持、包庇不正当竞争行为。 " Emigrant," said the functionary,"I am going to send you on to Paris,under an escort."“ 外逃分子，”那官员说，“我要把你送到巴黎去，还派人护送。”

26 bribes
n.贿赂( bribe的名词复数 )；向（某人）行贿，贿赂v.贿赂( bribe的第三人称单数 )；向（某人）行贿，贿赂
参考例句：
It was alleged that he had taken bribes while in office. 他被指称在任时收受贿赂。 corrupt officials accepting bribes 接受贿赂的贪官污吏

27 infringes
v.违反（规章等）( infringe的第三人称单数 )；侵犯（某人的权利）；侵害（某人的自由、权益等）
参考例句：
Congressmen may be reluctant to vote for legislation that infringes the traditional prerogatives of the states. 美国国会议员可能不情愿投票拥护侵犯各州传统特权的立法。来自英汉非文学 - 环境法 - 环境法 I can't say whether CP21 infringes it or not. 我就不能说CP21是否侵犯了SPOT的专利。来自企业管理英语口语（第二版）(2)

28 legitimate
adj.合法的，合理的，合乎逻辑的；v.使合法
参考例句：
Sickness is a legitimate reason for asking for leave.生病是请假的一个正当的理由。 That's a perfectly legitimate fear.怀有这种恐惧完全在情理之中。

29 supplementary
adj.补充的，附加的
参考例句：
There is a supplementary water supply in case the rain supply fails.万一主水源断了，我们另外有供水的地方。 A supplementary volume has been published containing the index.附有索引的增补卷已经出版。

30 promulgation
n.颁布
参考例句：
The new law comes into force from the day of its promulgation. 新法律自公布之日起生效。来自《简明英汉词典》 Article 118 These Regulations shall come into effect from the day of their promulgation. 第一百一十八条本条例自公布之日起实施。来自经济法规部分