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Article 1    In order to regulate the establishment of partnership enterprises in China by foreign enterprises or individuals and facilitate foreign enterprises or individuals to invest in China by way of establishing partnership enterprises, expand foreign economic cooperation and technology exchanges, these Regulations are hereby enacted in accordance with the Partnership Enterprise Law of the People's Republic of China (hereinafter referred to as the Partnership Enterprise Law, the Administrative Measures for the Establishment of Partnership Enterprises in China by Foreign Enterprises or Individuals and the Administrative Measures for the Registration of Partnership Enterprises in the People's Republic of China (hereinafter referred to as the Administrative Measures for the Registration of Partnership Enterprises).

Article 2    For the purposes of these Regulations, a foreign-invested partnership enterprise shall mean a partnership enterprise established in China by two or more foreign enterprises or individuals and a partnership enterprise established in China by foreign enterprises or individuals and Chinese natural persons, legal persons and other organizations in China.
These Regulations shall apply to the establishment registration, change and cancellation of registration of a foreign-invested partnership enterprise.
An applicant applying for the registration of a foreign-invested partnership enterprise shall take responsibility for the authenticity of the application materials.

Article 3    A foreign-invested partnership enterprise shall comply with the provisions of the Partnership Enterprise Law and other relevant laws, administrative regulations and rules and shall follow the industry policy for foreign investment.
The State encourages foreign enterprises or individuals with advanced technologies and management experience to establish partnership enterprises in China so as to promote the development of industries such as modern service industry.
Foreign-invested partnership enterprises shall not be established for projects that are prohibited in or indicated as "for equity joint ventures only", "for cooperative joint ventures only", "for equity and cooperative joint ventures only", "for enterprises in which the Chinese parties hold the controlling stake" or "for enterprises in which the Chinese parties hold a relative controlling stake" the Guidance Catalogue with Respect to Industries for Foreign Investment, or projects that are subject to certain foreign investment ratio requirement.

Article 4    A foreign-invested partnership enterprise may engage in operation activities only after it has been registered and has acquired the Business License for Foreign-invested Partnership Enterprise in accordance with the law.

Article 5    The State Administration for Industry & Commerce takes charge of the administrative work for the registration of foreign-invested partnership enterprises all over the country.
The local administrations for industry & commerce with right to approve registrations of foreign-invested enterprises authorized by the State Administration for Industry & Commerce (hereinafter referred to as "Enterprise Registration Authorities") are responsible for the administration of the registration of foreign-invested partnership enterprises within their jurisdictions.
The administrations for industry & commerce of the provinces, autonomous regions, municipalities directly under the Central Government, cities specifically designated in the State plan and sub-provincial cities are responsible for the administration of the registration of foreign-invested partnership enterprises with investment as their core business.

Article 6    The establishment of foreign-invested partnership enterprises shall meet the conditions prescribed in the Partnership Enterprise Law and the Administrative Measures for the Establishment of Partnership Enterprises in China by Foreign Enterprises or Individuals.
Wholly State-owned companies, State-owned enterprises, listed companies and public welfare institutions and social organizations may not serve as general partners.

Article 7    The registration items of a foreign-invested partnership enterprise include:
(1) Name;
(2) Main business premises;
(3) Executive partners;
(4) Business Scope;
(5) Type of partnership enterprise;
(6) The partners' names, countries (regions) and residences, ways of assuming responsibilities, amount of capital contribution undertaken or actually paid, the payment period, the method of contribution and evaluation.
If the term of partnership is specified in the partnership agreement, the registration items shall include the term of partnership.
If the executive partners are foreign enterprises, Chinese legal persons or other organizations, the registration items shall include the representatives designated by the foreign enterprises, Chinese legal persons or other organizations (hereinafter referred to as the "Designated Representatives").

Article 8    The name of a foreign-invested partnership enterprise shall comply with the regulations of the State on the administration of the registration of enterprises' names.

Article 9    A foreign-invested partnership enterprise can only have one main business premises which shall be located within the registration jurisdiction of the Enterprise Registration Authority.

Article 10    If executive partners are not specified in the partnership agreement or not yet appointed by all the general partners, all the general partners shall act as the executive partners.
Limited partners shall not act as executive partners.

Article 11    Types of foreign-invested partnership enterprises shall include foreign-invested general partnership enterprises (including special general partnership enterprises) and foreign-invested limited partnership enterprises.

Article 12    In the event of the establishment of a foreign-invested partnership enterprise, the representative appointed by all the partners or the agent entrusted jointly by all the partners shall apply to the Enterprise Registration Authority for establishment registration.
When applying for the establishment of a foreign-invested partnership enterprise, the following documents shall be submitted to the Enterprise Registration Authority:
(1) Application for establishment registration signed by all the partners;
(2) The partnership agreement signed by all the partners;
(3) The subject qualification certificates or natural person identity certificates of all the partners;
(4) The certificate of the key business premise;
(5) Letter of entrustment for the representative appointed by all the partners or the agent entrusted jointly by all the partners;
(6) Letter of confirmation of all the partners on the capital contribution undertaken or actually paid by each partner;
(7) Description of compliance with industry policies for foreign investment signed by all the partners;
(8) Credit certificates issued by financial institutions that have business dealings with the foreign partner;
(9) The Power of Attorney for the Service of Legal Documents signed between the foreign partner and the recipient of domestic legal documents;
(10) Other relevant documents prescribed by these Regulations.
Where approval has to be obtained for the establishment of a foreign-invested partnership enterprise as prescribed by the laws, administrative regulations or the State Council, the relevant approval documents shall also be submitted.
The subject qualification certificate or natural person identity certificate and proof of overseas residence of a foreign partner shall be notarized and certified by the competent authority in his local country and certified by the Chinese embassy (consulate) in his local country. The subject qualification certificate or natural person identity certificate and proof of overseas residence of a partner in the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region shall be handled in accordance with the prevailing regulations.
The Power of Attorney for the Service of Legal Documents shall explicitly authorize a domestic authorized person to receive legal documents and shall specify the name, address and contact method of the authorized person. The authorized person may be an enterprise established in China by a foreign partner, a foreign-invested partnership enterprise intended to be established (If the authorized person is a foreign-invested partnership enterprise intended to be established, the entrustment shall come into force upon the establishment of the foreign-invested partnership enterprise) or other relevant entities or individuals in China.

Article 13    If the scope of operation of a foreign-invested partnership enterprise includes industries that have to be approved before registration as prescribed by the laws, administrative regulations or the State Council, the approval documents shall be submitted to the Enterprise Registration Authority.

Article 14    A foreign partner making capital contribution with RMB acquired in China in accordance with the law shall submit relevant documentary evidence such as the approval documents issued by the administrations of foreign exchange on foreign exchange dealings under capital accounts in respect of reinvestment of domestic profit in RMB or other legal revenue in RMB.

Article 15    If capital contribution is made in kind, intellectual property right, land use right or other property right and the price is determined by negotiation among all the partners, the letter of confirmation on price negotiation signed by all the partners shall be submitted to the Enterprise Registration Authority. If the price is determined by evaluation by a statutory evaluation institution entrusted by all the partners, the price evaluation certificate issued by the statutory evaluation institution in China shall be submitted to the Enterprise Registration Authority.
A foreign general partner making contribution by labor service shall submit documents on alien employment license to the Enterprise Registration Authority and the specific procedures shall be followed in accordance with the relevant regulations of the State.

Article 16    For a special general partnership enterprise established in accordance with the provisions of the laws or administrative regulations, the partners' occupational qualification certificates shall be submitted to the Enterprise Registration Authority in accordance with the provisions of the relevant laws and administrative regulations if those certificates need to be submitted.

Article 17    The issuance date of the business license of a foreign-invested partnership enterprise shall be the date of establishment of the foreign-invested partnership enterprise.

Article 18    In case of changes in the registration items of a foreign-invested partnership enterprise, the partnership enterprise shall apply to the original Enterprise Registration Authority for change of registration within 15 days from the date the decision for change is made or the change occurs.

Article 19    A foreign-invested partnership enterprise applying for change of registration shall submit the following documents to the original Enterprise Registration Authority:
(1) The application for change of registration signed by the executive partner or the Designated Representative;
(2) The written decision on change signed by all the general partners or the written decision on change signed by the personnel specified in the partnership agreement;
(3) Other relevant documents prescribed by these Regulations.
Where approval has to be obtained for the changes as prescribed by the laws, administrative regulations or the State Council, the relevant approval documents shall also be submitted.
Where registration items such as the executive partner, the type of the partnership enterprise, the partner's name, way of assuming responsibilities, amount of capital contribution undertaken or actually paid, the payment period, the method of contribution and evaluation change, the signatures on the relevant application documents shall be notarized by a statutory notary institution in China.

Article 20    A foreign-invested partnership enterprise intends to change its main business premises shall apply for change of registration and shall submit the certificate for the use of the new main business premises.
A foreign-invested partnership enterprise intends to relocate its main business premises out of the jurisdiction of the original Enterprise Registration Authority shall apply for the change of registration with the Enterprise Registration Authority of the place to which it will relocate. If the application is accepted by the Enterprise Registration Authority of the place to which it will relocate, the original Enterprise Registration Authority shall transfer the enterprise registration records to the Enterprise Registration Authority of the place to which the enterprise will relocate.

Article 21    In case of any change in the executive partners of a foreign-invested partnership enterprise, the amended partnership agreement signed by all the partners shall be submitted.
If the new executive partner is a foreign enterprise, a Chinese legal person or other organization, the letter of entrustment and natural person identity certificate of its Designated Representative shall be submitted.
In case of any change in the Designated Representative of an executive partner, the letter of entrustment and natural person identity certificate of the representative in succession shall also be submitted.

Article 22    If a foreign-invested partnership enterprise changes its business scope, the description of its compliance with the industry policies for foreign investment shall be submitted.
If the changed business scope includes industries that must be approved before registration as prescribed by the laws, administrative regulations or the State Council, the partnership enterprise shall apply with the original Enterprise Registration Authority for change of registration within 30 days after the date the relevant department grants the approval.
If the permit and other approval documents of a project that is included in the business scope of a foreign-invested partnership enterprise and must be approved as prescribed by the laws, administrative regulations or the State Council are suspended or revoked, or the valid period of the permit and other approval documents expires, the partnership enterprise shall apply with the original Enterprise Registration Authority for change of registration or cancellation of registration within 30 days after the suspension or revocation of the permit and other approval documents or the expiry of the valid period of the permit and other approval documents.

Article 23    A foreign-invested partnership enterprise intends to change the type of partnership enterprise shall, based on the establishment conditions for the enterprise type to which the enterprise intends to change, apply with the Enterprise Registration Authority for change of registration within the stipulated period and shall submit the relevant documents in accordance with the law.

Article 24    The partner of a foreign-invested partnership enterprise that changes its name or residence shall submit the relevant certification documents proving the change of name or residence.
The certification documents proving the change of the name, country (region) or overseas residence of a foreign partner shall be notarized and certified by the competent authority in his/her origin country and certified by the Chinese embassy (consulate) in his/her origin country. The certification documents proving the change of the name, region or overseas residence of a partner from the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region shall be handled in accordance with the prevailing regulations.

Article 25    Where a partner intends to increase or decrease its capital contribution to a foreign-invested partnership enterprise, the partner shall submit to the original Enterprise Registration Authority the letter of confirmation in respect of the contribution undertaken or actually paid by that partner signed by all the partners or the personnel specified in the partnership agreement.

Article 26    For a new partner, a foreign-invested partnership enterprise shall apply with the original registration authority for change of registration and shall submit documents in accordance with the relevant provisions of Chapter 2 of the Administrative Regulations for the Registration of Foreign-invested Partnership Enterprises.
If the new partner joins the foreign-invested partnership enterprise on the basis of transfer of part or all of the original partner's share of property in the foreign-invested partnership enterprise, the agreement on the transfer of the share of property shall be submitted.

Article 27   If all the foreign partners withdraw from a foreign-invested partnership enterprise but the partnership enterprise continues to exist, the enterprise shall apply for change of registration in accordance with the procedures prescribed by the Administrative Measures for the Registration of Partnership Enterprises.

Article 28    In the event that the amendment to a partnership agreement does not involve the registration items, the foreign-invested partnership enterprise shall submit the amended partnership agreement or the resolution on the amendment of the partnership agreement to the original Enterprise Registration Authority for record-filing.

Article 29    A foreign partner changing the recipient of domestic legal documents shall re-sign the Power of Attorney for the Service of Legal Documents and shall submit the same to the original Enterprise Registration Authority for record-filing.

Article 30    If any change in the registration items of a foreign-invested partnership enterprise involves a change in the business license, the Enterprise Registration Authority shall replace the business license.

Article 31    If a foreign-invested partnership enterprise dissolves, the liquidators shall conduct liquidation in accordance with the provisions of the Partnership Enterprise Law. The liquidators shall file the list of liquidator members to the Enterprise Registration Authority for record within 10 days from the date of designation.

Article 32    If a foreign-invested partnership enterprise dissolves, the liquidators shall go through the formalities for the cancellation of registration with the original Enterprise Registration Authority within 15 days from the date on which the the liquidation ends.

Article 33    A foreign-invested partnership enterprise going through the formalities for the cancellation of registration shall submit the following documents:
(1) The application for the cancellation of registration signed by the liquidators;
(2) Documents regarding the bankruptcy ruling of the people's court, the decision made by the foreign-invested partnership enterprise in accordance with the Partnership Enterprise Law, closure order issued by the administrative authority, the suspension of the business license or documents on cancellation of the foreign-invested partnership enterprise in accordance with the law;
(3) The liquidation report signed and sealed by all the partners (The liquidation report shall include explanation of the completion of formalities of tax payment and payment of customs duty).
A foreign-invested partnership enterprise with branch institutions that applies for cancellation of registration shall also submit the branch institution's certificate for cancellation of registration.
A foreign-invested partnership enterprise going through the formalities for cancellation of registration shall return the business license.

Article 34    After cancelling the registration with the Enterprise Registration Authority, a foreign-invested partnership enterprise may be terminated.

Article 35    A foreign-invested partnership enterprise that intends to establish a branch institution shall apply for establishment registration with the Enterprise Registration Authority at the place where the branch institution to be located.

Article 36    The registration items of a branch institution include: the name, business premises and business scope of the branch institution and the name and residence of the person-in-charge of the branch institution.
The branch institution shall not operate businesses beyond the business scope of the foreign-invested partnership enterprise.
If a partnership term is specified for a foreign-invested partnership enterprise, the registration items of its branch institutions shall include the term of operation. The term of operation of a branch institution shall not be longer than the partnership term of the foreign-invested partnership enterprise.

Article 37   A foreign-invested partnership enterprise that intends to establish a branch institution shall submit the following documents to the Enterprise Registration Authority at the place where the branch institution is to be located:
(1) The application for the registration of the establishment of the branch institution;
(2) The written decision on the establishment of the branch institution signed by all the partners;
(3) The duplicate of the business license of the partnership enterprise to which the seal of the partnership enterprise is affixed;
(4) The letter of entrustment and identity certificate of the person designated by all the partners to be responsible for handling the matters of the branch institution;
(5) Certificate of the business premises; and
(6) Other relevant documents prescribed by these Regulations.

Article 38    If the scope of operation of the branch institution includes industries that have to be approved before registration as prescribed by the laws, administrative regulations or the State Council, the approval documents shall be submitted to the Enterprise Registration Authority at the place where the branch institution locates.

Article 39    A foreign-invested partnership enterprise applying for the change or cancellation of the registration of its branch institution shall handle the application in accordance with the provisions of these Regulations with respect to the change or cancellation of the registration of foreign-invested partnership enterprises.

Article 40    A foreign-invested partnership enterprise shall handle the record-filing with the original Enterprise Registration Authority upon presentation of the duplicate business license of the branch institution stamped with the seal within 30 days from the date of registration of the establishment of the branch institution.
If the registration item of a branch institution changes, the enterprise to which the branch institution subordinates shall file the record with the original Enterprise Registration Authority within 30 days from the date of the change of registration.
A foreign-invested partnership enterprise applying for the cancellation of registration of its branch institution shall file the record with the original Enterprise Registration Authority within 30 days from the date the registration of the branch institution is cancelled.

Article 41    The date of issuance of the business license of the branch institution shall be the date of establishment of the branch institution of the foreign-invested partnership enterprise.

Article 42    If the application material for registration submitted by an applicant is complete and complies with the statutory format and the Enterprise Registration Authority can process the registration on the spot, the registration shall be processed on the spot and the business license shall be issued (replaced).
Except for the situations prescribed in the preceding paragraph, the Enterprise Registration Enterprise shall decide whether to approve the registration within 20 days from the date the application is accepted. If registration is approved, the business license shall be issued (replaced). If registration is not approved, a written reply with reasons explained shall be given.
For restrictive projects that are not subject to statutory prior review and approval as specified in the Catalogue for the Guidance of Industries for Foreign Investment or other projects involving the duties of relevant departments, the Enterprise Registration Authority shall seek opinions of the relevant departments in writing within five days from the date the application is accepted. The Enterprise Registration Authority shall decide whether to approve the registration within five days from the date of receipt of the written opinions from the relevant departments. If registration is approved, the business license shall be issued (replaced). If registration is not approved, a written reply with reasons explained shall be given.

Article 43    Where a foreign-invested partnership enterprise intends to conduct an investment project that is subject to verification and approval of the relevant government, the enterprise shall go through the formalities for the approval of investment project in accordance with the relevant regulations of the State.

Article 44    In case of the establishment, change or cancellation of a foreign-invested partnership enterprise, the Enterprise Registration Authority shall inform the competent commerce department at the same level of the information about the establishment registration or the change or cancellation of registration of the enterprise.

Article 45    An Enterprise Registration Authority shall record the registration items of the foreign-invested partnership enterprises in the register of foreign-invested partnership enterprises for inspection and copy by the public.

Article 46    An Enterprise Registration Authority shall publish announcements on the suspension of the business licenses of foreign-invested partnership enterprises.

Article 47    Foreign-investment partnership enterprises and their branch institutions shall submit documents such as the annual inspection report and undergo the annual inspection from March 1 to June 30 every year as required by the Enterprise Registration Authority.
Upon the completion of the annual inspection, the registration authority shall inform the competent commerce department at the same level of the information about the annual inspection of the foreign-invested partnership enterprises.

Article 48    A business license is issued with one original and one duplicate copy. Both the original and duplicate copies have the same legal effect.
A foreign-invested partnership enterprise and its branch institution may apply to the Enterprise Registration Authority for the issue of several duplicate copies of the business licenses based on business needs.
The original business license shall be placed at a conspicuous location of the business premise.

Article 49    Any entity and individual shall not alter, sell, lease, lend or otherwise transfer the business license.
In case the business license is lost or damaged, a declaration that the license is void shall be published on the newspaper designated by the Enterprise Registration Authority and an application for re-issuance or replacement shall be filed with the Enterprise Registration Authority.

Article 50    The formats of the registration documents and the original and duplicate business license of a foreign-invested partnership enterprise and its branch institution shall be determined by the State Administration for Industry & Commerce.

Article 51    The operation of partnership business in the name of a foreign-invested partnership enterprise without business license shall be punished by the Enterprise Registration Authority in accordance with the provisions of Article 36 of the Administrative Measures for the Registration of Partnership Enterprises.
The operation of a project prohibited by the Guidance Catalogue with Respect to Industries for Foreign Investment or a restrictive project without registration shall be punished by the Enterprise Registration Authority and other competent authorities in accordance with the provisions of the Measures for Investigating, Punishing and Banning Unlicensed Business Operation. If other provisions are prescribed by the laws, administrative regulations or the State Council, those provisions shall apply.

Article 52    A foreign-invested partnership enterprise getting registered by providing false documents or other deceptive means shall be punished by the Enterprise Registration Authority in accordance with the provisions of Article 37 of the Administrative Measures for the Registration of Partnership Enterprises.

Article 53    If the registration item of a foreign-invested partnership enterprise changes but the enterprise does not apply for change of registration in accordance with the provisions of these Regulations, the enterprise shall be punished by the Enterprise Registration Authority in accordance with the provisions of Article 38 of the Administrative Measures for the Registration of Partnership Enterprises.

Article 54    A foreign-invested partnership enterprise that does not specified in its name the words "general partnership", "special general partnership" or "limited partnership" as approved by the Enterprise Registration Authority shall be punished by the Enterprise Registration Authority in accordance with the provisions of Article 39 of the Administrative Measures for the Registration of Partnership Enterprises.

Article 55    A foreign-invested partnership enterprise that does not file the amended agreement and the list of branch institutions and liquidator members that do not involve the registration items for record in accordance with these Regulations shall be punished by the Enterprise Registration Authority in accordance with the provisions of Article 40 of the Administrative Measures for the Registration of Partnership Enterprises.
A foreign-invested partnership enterprise that does not file the Power of Attorney for the Service of Legal Documents signed by the foreign partner for record in accordance with these Regulations shall be ordered by the Enterprise Registration Authority to make rectification and shall be subject to a fine of less than RMB2000 if rectification is not made within the stipulated period.

Article 56    The liquidator of a foreign-invested partnership enterprise that does not submit the liquidator report to the Enterprise Registration Authority or submit a liquidation report that conceals important facts or omit material information shall be punished by the Enterprise Registration Authority in accordance with the provisions of Article 41 of the Administrative Measures for the Registration of Partnership Enterprises.

Article 57    A foreign-invested partnership enterprise that does not undergo annual inspection in accordance with these Regulations shall be punished by the Enterprise Registration Authority in accordance with the provisions of Article 42 of the Administrative Measures for the Registration of Partnership Enterprises.

Article 58    A foreign-invested partnership enterprise that conceals the real situation and practice fraud in the annual inspection shall be punished by the Enterprise Registration Authority in accordance with the provisions of Article 43 of the Administrative Measures for the Registration of Partnership Enterprises.

Article 59    A foreign-invested partnership enterprise that does not place its business license at a conspicuous location of the business premise shall be punished by the Enterprise Registration Authority in accordance with the provisions of Article 44 of the Administrative Measures for the Registration of Partnership Enterprises.

Article 60    A foreign-invested partnership enterprise that alters, sells, leases, lends or otherwise transfers its business license shall be punished by the Enterprise Registration Authority in accordance with the provisions of Article 45 of the Administrative Measures for the Registration of Partnership Enterprises.

Article 61    The relevant regulations of this Chapter shall apply to the illegal behavior of the branch institution of a foreign-invested partnership enterprise as specified in this Chapter.

Article 62    The personnel assuming direct responsibility or the key person-in-charge of an Enterprise Registration Authority that violates industry policies and registers enterprises that should not be registered or does not register enterprises that should be registered shall be subject to administrative liability in accordance with the law.
The staff of an Enterprise Registration Authority that abuses his power, engages in misconduct to seek private gains, accepts bribes or prejudices the legitimate interest of a foreign-invested partnership enterprise shall be punished in accordance with the law.

Article 63    Where a foreign enterprise or individual intends to become a partner in a partnership enterprise established in China by Chinese natural persons, legal persons or other organizations, these Regulations shall apply and the partnership enterprise shall submit an application for the change of registration to the Enterprise Registration Authority in accordance with the law.

Article 64    The domestic investment of a foreign-invested partnership enterprise with investment as its core business shall be made in compliance with the laws, administrative regulations and rules of the State governing investment of foreign enterprises.

Article 65    These Regulations shall apply as reference regulations where foreign-invested investment companies or foreign-invested venture investment enterprises establish partnership enterprises in China or join partnership enterprises already established by Chinese natural persons, legal persons or other organizations in China.

Article 66    After completing the relevant registration formalities in accordance with these Regulations, a foreign-invested partnership enterprise shall go through formalities relating to foreign exchange, taxation and the customs.

Article 67    These Regulations shall apply as reference regulations to circumstances where enterprises or individuals from the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region establish partnership enterprises in Mainland China or join partnership enterprises already established by Mainland natural persons, legal persons or other organizations.

Article 68    These Regulations shall come into force from March 1, 2010.