Partner: A Partner: B
Upon examination by both parties, it is confirmed to establish a partnership in xx Street, and the following agreement is reached on the basis of equality, voluntariness and mutual benefit.
Rule number one. Party A and Party B voluntarily jointly operate xx auto parts store with a total investment of xx million yuan.
A: Name: xx. The investment amount is xx yuan, accounting for XX% of the total investment.
B: Name: xx. The capital contribution is xx yuan, accounting for XX% of the total investment.
The total investment of the partnership is RMB xx. During the partnership, each partner's capital contribution is common property, and it is not allowed to ask for division at will. After the termination of the partnership, each partner's capital contribution will still be owned by the individual and will be returned at that time. Xx partnership contract
Article 2 Entry, Withdrawal and Transfer of xx Contribution
1. Occupation: ① This contract needs approval; (2) With the consent of all partners; (3) to implement the rights and obligations stipulated in the contract.
2. Quit the partnership: ① You can quit the partnership only if there are justified reasons, and it will not affect the implementation of the partnership affairs; (2) Do not quit when the partnership is unfavorable; (3) If you quit the partnership, you should inform other partners 1 month in advance and get the consent of all partners; (4) After withdrawing from the partnership, the settlement shall be made according to the property status at the time of withdrawing from the partnership, and the settlement shall be made in currency no matter how the contribution is made; (5) If the withdrawal of the partnership without the consent of the contractor causes losses to the partnership, it shall be compensated.
3. Transfer of capital contribution: Partners are allowed to transfer their own capital contribution. At the time of transfer, the partners have the priority to be assigned. If a third party other than the partner is transferred, the third party will be regarded as joining, otherwise the transferor will be regarded as quitting.
Article 3 Rights of the person in charge of xx partnership and other partners
1, xxx is the person in charge of the partnership. Its functions and powers are: (1) to decide the management policy and carry out the daily management of the partnership; 2 purchase common goods; ③ Pay the creditor's rights of the partnership; ④xx。 partnership contract
2. Rights of other partners: ① Participate in the management of the partnership; (two) to listen to the report on the business development of the person in charge of the partnership; Check the account books and operating conditions of the partnership; (4) To jointly decide on major issues of the partnership enterprise.
Article 4 xx day of each month is the dividend day, and a general meeting of shareholders is held at the same time. The monthly profit (total performance) of Xx is the net profit of the month after deducting all expenses, management expenses and depreciation and amortization expenses (based on the calculation standard of 3 years, used for decoration and hardware equipment update). Dividends are distributed according to the monthly net profit. Card funds are not included in the monthly performance account before consumption, and are kept by the company to maintain customer credit. The monthly financial affairs shall be kept by Party A, supervised by Party B, and dividends shall be paid after the signature of the monthly accountant.
Article 5 xx partnership enterprise
The three parties jointly operate, share risks and profits and losses. Xx enterprise surplus is distributed according to their respective investment proportion. The creditor's rights of xx enterprises shall be borne according to their respective investment proportions. After either party pays off its creditor's rights, the other party shall pay off its share to the other party within ten days in proportion. The term of operation of this partnership is ten years. If it is really necessary to shorten the time limit, the relevant formalities shall be handled six months before the expiration.
Article 6 Others may join the Company, but only with the consent of Party A, Party B and Party C, and go through the formalities of increasing capital contribution and sign a supplementary agreement. The supplementary agreement has the same effect as this agreement.
Article 7 In case of disputes between xx partners, they shall be settled through consultation on the principle of benefiting the development of the partnership. If negotiation fails, you can go to court. The partnership is terminated when the following events occur: xx (1) the partnership expires; Xx (2) The three partners reach an agreement through consultation; Xx (3) The partnership business has been completed; Xx (4) Other laws and regulations.
If either party fails to perform the agreement, it shall bear the penalty of 10% of the total investment.
Article 8 The shareholders of xx shall not automatically use the turnover of the bar in the store. This should be discussed with the cashier. Cashiers should pay attention to the fact that it is the cashier's responsibility that xx Bar has no money.
Article 9 If there is any dispute over xx in this contract, it shall be corrected with the consent of Party A, Party B, Party X and Party C. For matters not covered in this agreement, the three parties may make supplementary provisions, and the supplementary agreement shall have the same effect as this agreement.
Article 20 This Agreement is made in × copies, with each partner holding one copy. This agreement shall come into force as of the date of signature (or seal) by both parties.
Xx Partner: ××× (signature or seal) xx ID number
Partner: ××× (signature or seal) xx ID number
Partner: ××× (signature or seal) xx ID number
Attach a copy of your ID card.
Article 2 Model Business Partner Contract
Party A: xx ID number: Party B: xx ID number:
Through friendly negotiation, Party A and Party B have reached the following cooperation agreement on the joint operation of training institutions:
Article 1: the purpose of the partnership
Take advantage of the existing resources of the partners' own education and training market to jointly set up a training institution, so that the partners can create labor results and share economic benefits through legal means.
Article 2:
Partner name:
Main place of business:
The name of the partnership organization is:
The business place is located in: xx District:
Article 3: Cooperation Projects and Scope
The business scope includes traditional courses, characteristic courses and various training courses for students.
Article 4: Term of Cooperation
The term of the partnership is xx years, from xx to xx.
Article 5: Amount, Method and Term of Contribution
Party A's xxxx (name) contributed capital in the form of xxxx, totaling RMB xxxx.
Party b xxxx (name) contributed capital in the form of xxxx, totaling RMB xxxx.
The capital contribution of each partner shall be paid in full before xx, xx, and kept by Party A, the person in charge of the partnership. Other partners have the right to supervise and verify.
The total investment of the partnership is RMB xxxx. During the partnership, each partner's capital contribution is common property, and it is not allowed to ask for division at will. After the termination of the partnership, each partner's capital contribution is still owned by the individual and will be returned on the date of termination of the agreement or at the time agreed by the partners.
Article 6: Surplus, salary distribution, bonus distribution and debt commitment
1, salary distribution:
2. Bonus distribution: With the deepening of the partnership and considerable profits, bonuses will be paid at the end of the year, and the amount of bonuses will be decided by the partners through consultation according to their income and personal contributions.
3. Income distribution: the income excluding operating costs, daily expenses, wages, bonuses and taxes payable is net profit, that is, the partnership income-generating surplus, which is the key point of partnership distribution, and will be distributed according to the contribution of partners in the proportion of xxxx.
4. Debt commitment: the debts arising from the operation of the partnership enterprise shall be repaid in priority by the property of the partnership enterprise; If the partnership property is insufficient to pay off, it shall be borne in proportion to the capital contribution of each partner.
Article 7: Access, Withdrawal and Transfer of Capital Contribution
Part I: Occupation
1. The new partner must obtain the consent of all partners and shall not make a decision without authorization.
2. The new partner shall acknowledge and sign this partnership agreement.
3. Unless otherwise agreed in the admission agreement, the new partner who joins the partnership enjoys the same rights and assumes the same responsibilities as the original partner; The new partner shall be jointly and severally liable for the debts of the partnership before joining the partnership.
Part II: Quitting the Partnership
1, voluntarily quit. During the operation period, a partner may withdraw from the partnership under any of the following circumstances:
The reasons for withdrawing from the partnership arise, and all the partners agree to withdraw from the partnership in writing, making it difficult for the partners to continue to participate in the partnership.
If a partner withdraws from the partnership without authorization and causes losses to the partnership, it shall compensate all the losses of the other partners.
2. Of course, resign.
Of course, withdrawal refers to withdrawal caused by some objective circumstances. In any of the following circumstances, the partner will of course withdraw:
A person who is dead or legally declared dead or legally declared incompetent for civil conduct loses the ability to pay off debts, and the people's court enforces all the property shares in the partnership.
The effective date of withdrawal under the above circumstances is the actual withdrawal date.
3. Quit.
Withdrawing from the partnership, also known as delisting, refers to the fact that other partners decide to expel the partner if there are legal reasons.
Under any of the following circumstances, with the unanimous consent of other partners, a resolution can be made to replace the partner:
Failure to perform the obligation of capital contribution due to intentional or gross negligence, improper behavior in the execution of partnership affairs and other reasons stipulated in the partnership agreement, resulting in economic losses to the partnership enterprise.
The resolution on the removal of a partner shall be notified in writing to the removed celebrity. The removed celebrity shall take effect from the date of receiving the notice of removal, and the removed celebrity shall withdraw from the partnership. If the removed celebrity refuses to accept the resolution of removal, he may bring a lawsuit to the people's court within 30 days from the date of receiving the notice of removal. After a partner withdraws from the partnership, other partners and quitters shall conduct liquidation according to the property status of the partnership at the time of withdrawal.
Part III: Transfer of Capital Contribution
Allow partners to transfer all or part of their property shares in the partnership. Under the same conditions, other partners have the priority to be assigned. If it is transferred to a third party other than a partner, the third party shall be regarded as a new partner, otherwise the transferor shall be regarded as withdrawing shares. A third party other than a partner who receives a share of the partnership property shall become a partner of the partnership after amending the partnership agreement.
Article 8: The person in charge of the partnership and the execution of partnership affairs
All partners decide to entrust Party A as the person in charge of the partnership, and its authority is: to conduct business with foreign countries and sign contracts; Overall daily management of cooperative projects; Set operating prices and purchase commonly used commodities; Pay off the partnership debt.
Article 9: Rights and obligations of partners
Part I: Rights of Partners
1. The decision-making power, supervision power and specific business activities of partnership affairs shall be jointly decided by the partners. No matter how much capital is contributed, everyone has the right to vote, and major issues can only be implemented with the consent of partners who account for more than two-thirds of the capital contribution;
2. Partners have the right to distribute the benefits of the partnership;
3. Partners shall distribute the interests of the partnership enterprise in proportion to the amount of capital contribution or in accordance with the agreement, and the property accumulated in the operation of the partnership enterprise shall be owned by the partners;
4. Partners have the right to quit.
Part II: Obligations of Partners
Maintain the unity of partnership property in accordance with the partnership agreement; Share the debts of the partnership's operating losses; Be jointly and severally liable for the partnership debts.
Article 10: prohibited acts
1. Without the consent of all partners, it is forbidden for any partner to conduct business activities in the name of partnership without permission; If the benefits obtained from its business belong to all partners, the losses caused by it shall be fully compensated by the partners themselves;
2. It is forbidden for partners to participate in business similar to or competing with this partnership project;
3. Unless otherwise agreed in the partnership agreement or agreed by all partners, partners may not conduct transactions with the partnership;
4. Partners shall not engage in activities that harm the interests of the partnership.
Article 11: Continued operation of the partnership enterprise
1. If you quit the partnership, the remaining partners have the right to continue to operate the business of the original enterprise in the name of the original enterprise, or they can choose and recruit new partners to join the business;
2. In the case of the death or declaration of death of a partner, the heir of the deceased partner may, at his choice, return the share of the property that the heir should inherit and continue to operate; You can also accept the heir as a new partner to continue the business in accordance with the partnership agreement or with the consent of all partners.
Article 12: Termination and liquidation of partnership enterprises
1. The partnership is dissolved due to the following circumstances:
The partnership term expires; All partners agree to terminate the partnership; There is no legal number of partners; The partnership affairs have been completed or cannot be completed; Being revoked according to law; Other reasons for the dissolution of the partnership stipulated by laws and administrative regulations occur.
2. Liquidation of the partnership:
(1) The partnership shall be liquidated after dissolution, and the creditors shall be notified;
(2) The liquidator shall be appointed by all partners or with the consent of more than half of all partners, and xx partner or a third party such as lawyer and accountant shall be appointed as the liquidator within 15 days after the dissolution of the partnership. /kloc-If the liquidator is not determined within 0/5 days, the partners or other interested parties may apply to the people's court for the appointment of the liquidator.
(3) After paying the liquidation expenses, the property of the partnership enterprise shall be paid off in the following order: the wages and labor insurance expenses owed by the partnership enterprise to the employees; Tax owed by the partnership; Partnership. Debt; Return the capital contribution of the partners.
(4) If there is any surplus after settlement, it shall be distributed according to the method in Paragraph 1 of Article 6 of this Agreement.
(5) If the partnership enterprise suffers losses during liquidation and the partnership enterprise's property is insufficient to pay off, it shall be handled according to the surplus distribution method in Paragraph 3 of Article 6 of this Agreement. Each partner shall bear unlimited joint and several liability, and if the amount paid by the partner exceeds the amount due to joint and several liability, the partner shall have the right to recover from other partners.
Article 13: Liability for breach of contract
(1) If the partner fails to pay the capital contribution in full and on time, it shall compensate the losses caused to other partners; If the capital contribution is not paid in full within xx days, it will be treated as withdrawal;
(2) If a partner transfers his share of property without the unanimous consent of the other partners, and the other partners are unwilling to accept the transferee as a new partner, it can be treated as withdrawal, and the transferred partner shall compensate all the losses caused to the other partners;
(3) If a partner pledges his share of the property in the partnership enterprise without authorization, his behavior is invalid, and if losses are caused to other partners, the partner shall bear all the liability for compensation;
(4) If a partner seriously violates this Agreement or the partnership enterprise is dissolved due to gross negligence or violation of the partnership enterprise law, he shall be liable for compensation to other partners;
(5) If a partner violates the provisions of Article 9 of this Agreement, he shall make full compensation according to the actual losses of other partners. If he/she refuses to listen, other partners can collectively decide to remove him/her.
Article 14: Settlement of Agreement Disputes
All disputes arising from or related to this agreement shall be settled by the partners through consultation. If negotiation fails, it shall be submitted to Xi Arbitration Commission for arbitration. The arbitral award is final and binding on all parties.
Article 15: Other
(1) Upon consensus, the partners may modify this Agreement or supplement matters not covered; In case of any conflict between the supplementary and modified contents and this Agreement, the supplementary and modified contents shall prevail;
(2) The new occupation contract can be an integral part of this agreement;
(3) This Agreement is made in triplicate, one for each partner and one for industrial and commercial administration;
(4) This Agreement shall come into effect after being signed and sealed by all partners.
Signature and seal of all partners:
Signing time: xx year xx month xx day
Signing place: xx
Article 3 Model Business Partner Contract
Chapter I General Provisions Article 1 In accordance with the Partnership Enterprise Law of People's Republic of China (PRC) (hereinafter referred to as the Partnership Enterprise Law) and the relevant provisions of relevant laws, administrative regulations and rules, this agreement is concluded through consultation.
Article 2 This enterprise is a special general partnership and joint venture voluntarily formed according to the agreement. All partners are willing to abide by the relevant laws, regulations and rules of the state, pay taxes and operate according to law.
Article 3 Where the provisions of this Agreement are inconsistent with laws, administrative regulations and rules, the provisions of laws, administrative regulations and rules shall prevail.
Article 4 This Agreement shall come into effect after being signed and sealed by all partners. Partners shall enjoy rights and perform obligations in accordance with the partnership agreement.
Chapter II Name and Main Business Place of Partnership Enterprise
Article 5 Name of the partnership enterprise:
Article 6 Business premises of an enterprise:
Chapter III Partnership Purpose and Partnership Business Scope (and Partnership Term)
Article 7 Purpose of partnership: To protect the partnership rights and interests of all partners and enable the partnership enterprise to realize economic benefits. (Note: It can be described separately according to the actual situation. )
Article 8 The business scope of a partnership enterprise: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
(Note: For details, please refer to the national economic industry classification standard. Where the business scope of the partnership enterprise is not standardized, the enterprise registration authority shall standardize and approve the registration in accordance with the provisions of the preceding paragraph. When the business scope of a partnership enterprise changes, it shall register the change with the enterprise registration authority according to law.
The term of the partnership is _ _ _ _ years.
(Note: If the partnership term is stipulated in the partnership agreement, this article is added. )
Chapter IV Names and Domiciles of Partners
Article 9 There are _ _ _ _ _ partners, namely:
1、______________。
Address: _ _ _ _ _ _ _,
Certificate name: _ _ _ _ _ _ _ _,
Certificate number: _ _ _ _ _ _ _ _ _ _;
2、______________。
Address: _ _ _ _ _ _ _,
Certificate name: _ _ _ _ _ _ _ _,
Certificate number: _ _ _ _ _ _ _ _ _ _;
(Note: Continuable)
If the above partners are natural persons, they all have full capacity for civil conduct.
Chapter V Mode, Amount and Term of Contribution of Partners
Article 10 The mode, amount and duration of capital contribution of partners:
1. Partner: _ _ _ _ _ _ _.
RMB _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
The first paid-in capital contribution is RMB _ _ _ _ _ _ _, which shall be paid in full before the application for registration of partnership establishment, and the remaining subscribed capital contributions shall be paid in full within _ _ _ months from the date of obtaining the business license.
2. Partner: _ _ _ _ _ _ _.
RMB _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
The first paid-in capital contribution is RMB _ _ _ _ _ _ _, which shall be paid in full before the application for registration of partnership establishment, and the remaining subscribed capital contributions shall be paid in full within _ _ _ months from the date of obtaining the business license.
(Note: renewable. Where the capital contribution is made with non-monetary property, if it is necessary to go through the formalities of property right transfer in accordance with the provisions of laws and administrative regulations, it shall be handled according to law. )
Chapter VI Ways of Profit Distribution and Loss Sharing
Article 11 The profit distribution method of the partnership enterprise is as follows: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Article 12 The losses of a partnership enterprise shall be shared in the following ways: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
(Note: It shall not be agreed that all profits shall be distributed to some partners or all losses shall be borne by some partners. If the partnership agreement is not stipulated or clearly stipulated, it shall be decided by the partners through consultation; If negotiation fails, the partners shall distribute and share according to the proportion of paid-in capital contribution; If the proportion of capital contribution cannot be determined, it shall be equally distributed and shared by the partners. )
Chapter VII Liability Undertaking and Partners' Recovery
Article 13 If one or more partners cause debts of the partnership due to intentional or gross negligence in their practice activities, they shall bear unlimited liability or unlimited joint liability, and the other partners shall bear the liability with their share of property in the partnership.
All partners shall bear unlimited joint and several liability for the debts of the partnership and other debts caused by the partnership in its practice activities without intentional or gross negligence.
Article 14 After a partner is liable for the debts of the partnership enterprise due to intentional or gross negligence in practice, he shall bear the following liabilities for the losses caused to the partnership enterprise: 100% liability (Note: other forms of liability may also be agreed according to the provisions of Article 58 of the Partnership Enterprise Law).
Chapter VIII Implementation of Partnership Affairs
Article 15 Partners shall enjoy equal rights in the execution of partnership affairs.
Upon the decision of all partners, entrust (list the entrusted partners) to carry out the partnership affairs (note: according to the provisions of Article 26 of the Partnership Enterprise Law, other decision methods can also be agreed in this article, such as "with the consent of more than two thirds of the partners"); Among them, the enterprise partner 1 the _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Article 16 A partner who does not carry out partnership affairs has the right to supervise the implementing partner to carry out partnership affairs. The executive partner shall regularly report to other partners on the implementation of the affairs and the operation and financial status of the partnership. The income generated by the partnership of the executive partner shall be owned by the partnership, and the expenses and losses incurred shall be borne by the partnership.
Article 17 Where a partner performs partnership affairs alone, the partner performing partnership affairs may raise objections to the affairs performed by other partners. When an objection is raised, the execution of the transaction is suspended. In case of dispute, it shall be voted according to Article 16 of this Agreement. If the partner entrusted to carry out the partnership affairs does not carry out the affairs according to the decision of the partnership agreement, the other partners may decide to cancel the entrustment.
Article 18 Partners shall adopt the method of one person, one vote and more than half of the partners' votes when making resolutions on matters related to the partnership enterprise.
(Note: According to the provisions of Article 30 of the Partnership Enterprise Law, other voting methods can also be agreed in this article.)
Article 19 The following matters of a partnership enterprise shall be unanimously agreed by all partners: (Note: According to the provisions of Article 31 of the Partnership Enterprise Law, other forms of consent may be agreed in this article, such as "all or one of the following matters shall be agreed by more than two thirds of the partners" or "all partnership affairs executors". )
(1) Changing the name of the partnership enterprise;
(2) Changing the business scope and the location of the main business premises of the partnership;
(3) Disposing of the real estate of the partnership enterprise.
(4) Transferring or disposing of the intellectual property rights and other property rights of the partnership;
(5) Providing guarantee for others in the name of partnership;
(6) employing persons other than the partners as the management personnel of the partnership enterprise.
Article 20 A partner shall not engage in business competing with the partnership on his own account or in cooperation with others. Unless all the partners agree unanimously (note: according to the provisions of Article 32 of the Partnership Enterprise Law, other ways of consent can also be agreed in this article), partners may not conduct transactions with this partnership enterprise.
Article 21 Upon the decision of all partners, partners may increase or decrease their capital contribution to the partnership. (Note: It can also be stipulated in this article whether partners can increase or decrease their capital contribution to the partnership enterprise according to the provisions of Article 34 of the Partnership Enterprise Law; If you can, you can also agree on other decision-making methods)
Chapter IX Joining and Quitting the Partnership
Article 22 When a new partner joins a partnership enterprise, all partners agree unanimously (note: according to Article 43 of the Partnership Enterprise Law, other forms of consent can also be agreed in this article), and a written partnership agreement shall be concluded according to law. When concluding the occupation agreement, the original partner shall truthfully inform the new partner of the operating status and property status of the original partnership. The new partner in a partnership enjoys the same rights and assumes the same responsibilities as the original partner (note: other rights and responsibilities of the new partner can also be agreed in this article according to the provisions of Article 44 of the Partnership Enterprise Law). Before joining the partnership, the new partner shall bear unlimited joint and several liabilities for the debts of the partnership.
Article 23 A partner may withdraw from the partnership under any of the circumstances stipulated in Article 45 of the Partnership Enterprise Law. (Note: If the partnership term is stipulated in the partnership agreement, it shall be retained; Otherwise, delete)
A partner may withdraw from the partnership without affecting the execution of partnership affairs, but shall notify other partners 30 days in advance. (Note: If the partnership agreement does not stipulate the partnership term, it shall be retained; Otherwise, delete)
If a partner withdraws from the partnership in violation of the provisions of Articles 45 and 46 of the Partnership Law, he shall compensate for the losses caused to the partnership.
Article 24 If a partner falls into any of the circumstances stipulated in Article 48 of the Partnership Enterprise Law, he/she will of course quit the partnership.
Where a partner is legally recognized as a person without or with limited capacity for civil conduct, it may be converted into a limited partner and a general partnership into a limited partnership with the unanimous consent of other partners. If the other partners cannot agree unanimously, the person without civil capacity or with limited civil capacity shall quit the partnership.
The effective date of withdrawal is the date when the withdrawal reason actually occurs.
Article 25 If a partner falls under any of the circumstances stipulated in Article 49 of the Partnership Enterprise Law, he may be removed by resolution with the unanimous consent of the other partners.
The resolution on the removal of a partner shall be notified in writing to the removed celebrity. The expulsion takes effect on the day when the expelled celebrity receives the expulsion notice, and the expelled celebrity withdraws from the partnership. If the removed celebrity refuses to accept the resolution of removal, he may bring a lawsuit to the people's court within 30 days from the date of receiving the notice of removal.
Article 26 If a partner dies or is declared dead according to law, the successor who enjoys the legal inheritance right to the partner's share of property in the partnership enterprise shall obtain the partnership enterprise's partner qualification from the date of inheritance with the unanimous consent of all partners (note: according to Article 50 of the Partnership Enterprise Law, other forms of consent may be agreed in this article).
Under any of the circumstances stipulated in Article 50 of the Partnership Enterprise Law, the partnership enterprise shall return the property share of the inherited partner to the successor of the partner.
If the successor of a partner is a person without or with limited capacity for civil conduct, he may become a limited partner according to law with the unanimous consent of all partners, and the general partnership enterprise shall be transformed into a limited partnership enterprise according to law. If all the partners cannot agree unanimously, the partnership enterprise shall return the property share of the inherited partners to the heirs. Upon the decision of all the partners, the money can be refunded or returned (note: according to the provisions of Article 52 of the Partnership Enterprise Law, other ways of refunding money can also be agreed in this article).
Article 27 A quitter shall bear unlimited joint and several liability for the debts of the partnership caused by reasons before his withdrawal. When a partner withdraws from the partnership, if the partnership property is less than the partnership debt, the withdrawing partner shall share the losses in accordance with the provisions of Article 11 of this Agreement.
Chapter X Dispute Settlement Measures
Article 28 Disputes arising from the performance of the partnership agreement by partners may be settled through consultation or mediation. If they are unwilling to settle the dispute through negotiation or mediation, or if negotiation or mediation fails, they may apply to an arbitration institution for arbitration according to the arbitration clause agreed in the partnership agreement or a written arbitration agreement reached afterwards. If there is no arbitration clause in the partnership agreement and no written arbitration agreement is reached afterwards, a lawsuit may be brought to the people's court.
Chapter II Dissolution and Liquidation of XI Partnership
Article 29 A partnership enterprise shall be dissolved under any of the following circumstances:
(1) Upon the expiration of the partnership term, the partners decide not to operate any more;
(2) The reasons for dissolution agreed in the partnership agreement appear;
(3) All partners decide to dissolve;
(4) The partners have not reached the quorum for 30 consecutive days;
(5) The partnership purpose stipulated in the partnership agreement has been achieved or cannot be achieved;
(6) The business license is revoked, ordered to close or revoked according to law;
(seven) other reasons stipulated by laws and administrative regulations.
Article 30 The liquidation method of a partnership enterprise shall be implemented in accordance with the provisions of the Partnership Enterprise Law.
During the liquidation period, the partnership shall survive and shall not carry out business activities unrelated to liquidation.
The remaining property of the partnership shall be distributed in accordance with the provisions of Article 11 after paying the liquidation expenses, employees' wages, social insurance expenses, statutory compensation, taxes owed and debts.
Article 31 After the liquidation, the liquidator shall prepare a liquidation report, which shall be signed and sealed by all partners, and submitted to the enterprise registration authority within 15 days to apply for cancellation of registration of the partnership enterprise.
Chapter XII Liability for Breach of Contract
Thirty-second partners who violate the partnership agreement shall bear the liability for breach of contract according to law.
Chapter XIII Other Matters
Article 33 With the unanimous consent of all partners, the partnership agreement may be amended or supplemented (note: it may also be stipulated separately according to the provisions of Paragraph 2 of Article 19 of the Partnership Enterprise Law).
Article 34 This Agreement is made in duplicate, one for each partner and one for the partnership enterprise registration authority. (Note: This article is for the reference of partners. The establishment of a partnership enterprise must submit a partnership agreement to the enterprise registration authority according to law)
Matters not covered in this agreement shall be implemented in accordance with relevant state regulations.
Signature and seal of all partners:
(Note: Optional. If the partner is a natural person, it should be signed, and if it is a legal person or other organization, it should be stamped with the official seal)
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _