Set Up a Foreign-Invested Partnership Enterprise

Establishment/Modification/Cancellation of Foreign-Invested Partnership Enterprise

For the establishment, modification or cancellation of a foreign-invested partnership enterprise, the following documents are to be prepared and submitted respectively:

Establishment

1. Application form for partnership enterprise registration;

2. For the partnership enterprise of which the name is subject to pre-approval, relevant documents are to be submitted;

3. Certificate of the partnership enterprise’s domicile;

4. Certificates of registration or ID and the domicile of all partners;

5. Confirmation document signed by all partners regarding the subscribed or paid-up capital;

6. Bank reference(s) (for foreign general partner(s) only, issued by financial institutions);

7. Partnership agreement signed by all partners;

8. Statement in compliance with foreign investment policies signed by all partners;

9. For the special general partnership enterprise of which the partners are required by laws, administrative regulations to bear occupational qualification(s), relevant certificates are to be submitted;

10. Copy of the document(s) of approval or permit(s) (only for the partnership enterprise of which the business scope is subject to approval prior to registration as required in relevant laws, administrative regulationsand the decisions by the State Council).

Modification

1. Application form for partnership enterprise registration;

2. The decision on modification signed by all partners or the person(s) as agreed in the partnership agreement;

3. Amendment to the partnership agreement or the amended partnership agreement signed by all partners (or the person(s) as agreed in the partnership agreement);

4. The following documents are to be submitted if any registration information is to be modified:

Name: for the partnership enterprise of which the name is subject to pre-approval, relevant documents are to be submitted;

Domicile: certificate of the new domicile;

Executive partner or its representative: the copy of certificate of registration or ID of the new executive partner or its representative; if the new executive partner is a foreign enterprise, or a Chinese legal person or any other organization, the copy of ID of its representative and the letter of attorney are to be submitted; if the representative of the executive partner is to be changed, the letter of attorney of its successor is to be submitted;

Business scope: statement in compliance with foreign investment policies signed by all partners;for the partnership enterprise of which the business scope is subject to approval prior to registration, copy of the document(s) of approval or permit(s) are to be submitted;

Type: for the special general partnership enterprise of which the partners are required by laws, administrative regulations to bear occupational qualification(s), relevant certificates are to be submitted;

Name(s) of partner(s): certificate(s) of modification of the partner(s)’name issued by the relevant registration authority;

Domicile(s) of partner(s): certificate(s) of the modification of domicile(s);

Type of partner(s): for foreign limited partner(s) changed to general partner(s), the bank reference(s) issued by financial institutions are to be submitted;

Subscribed or paid-up capital: confirmation document signed by all partners;

Partner(s) (joining): certificate(s) of registration or ID of the new partner(s), domicile(s), confirmation document signed by all partners regarding the subscribed or paid-up capital, with the power of attorney(s) for foreign-invested enterprises; if the new foreign partner(s) are general partner(s), the bank reference(s) are to be submitted; if the new partner(s) obtain part or all of the subscribed capital from quitting partner(s), the transfer agreement(s) signed by both partners are to be submitted;

Partner(s) (quitting): confirmation document signed by all partners regarding the subscribed or paid-up capital;

5. Business license;

Cancellation

• Filing of the liquidation group

1. Application form for partnership enterprise registration;

2. List of liquidation group signed by all partners;

3. Copy of the business license.

• Cancellation

1. Application form for enterprise cancellation registration;

2. The decision on cancellation signed by all partners or the person(s) agreed in the partnership agreement;

3. The liquidation report signed by all partners;

4. Tax clearance certificate (not required if the status of clearance can be confirmed by the registration authority by means of information sharing between government departments);

5. Business license.

(For the simplified cancellation, the above-mentioned documents No 2, 3 are not required to be submitted, a letter of commitment by all investor(s) is to be submitted instead.)

Note:

Certificate(s) of registration and domicile of foreign partner(s), or name or domicile modification of foreign partner(s) are to be notarized by local authorities and verified by Chinese embassy or consulate(s) overseas before they can be used for registration in China;

For the modification of the executive partner, type of enterprise, name(s) of partner(s), type of partner(s), subscribed or paid-up capital, time/way of payment or other registration information, the signatures on relevant application documents are to be notarized by a Chinese legal notarization institution;

If the above-mentioned documents are in a foreign language, they are to be properly translated into Chinese, and the translated version with the seal of the translator (company or other organization) is to be submitted.