How To Formulate A Partnership Agreement

general provisions

Article 1 in order to regulate the behavior of the partnership and protect the legitimate interests of the partnership and its partnership, this agreement is signed in accordance with the law of the People's Republic of China partnership and the relevant laws and regulations and in the light of the principles of voluntariness, equality, fairness and honesty and credibility.

The nature of the second enterprises is a partnership, which is registered by the Bureau of industry and commerce administration according to law.

The enterprise is responsible for the debts of the enterprise with all its assets, and the partners are jointly and severally liable for the debts of the partnership.

The duration of partnership business is the year of the year when the business license is issued.

Three months before the agreement expired, the partners discussed whether to renew the contract or not.

The second chapter is about the name and location of partnership.

The third name of the partnership is: the name of the partnership, the following: the first, the second and the third.

The fourth business premises of partnership enterprises are: business, business, business, business, and business.

The third chapter is about the purpose of partnership and the scope of business.

The purpose of the fifth partnership is to create taxes for the society and solve the employment problem.

The scope and mode of operation of the sixth partnership enterprises are: the business scope and mode of the partnership business: the company's business scope and the way of operation.

The fourth chapter is the name and residence of the partners.

Name and residence of seventh partners

Full name

Gender

residence

ID card No.

The fifth chapter is about the form and amount of partners' contribution and the time limit for paying capital contributions.

The contribution of the eighth partners is RMB yuan, China, Hong Kong and Macao.

The form and amount of the ninth partners' contribution and the time limit for paying the capital contribution.

Partner

Mode of contribution

Amount

Contribution ratio (%)

The partners invested their respective funds in the year of the first year of the year, and then deposited the capital verification certificate with the partners.

During the duration of the tenth partnership enterprises, the capital contribution of the partners and all proceeds obtained in the name of the partnership are the property of the partnership enterprise, whose legitimate rights and interests are protected by law.

Sixth chapter profit distribution and loss sharing method

The eleventh partnership enterprises shall establish the property and accounting system of the partnership according to the accounting law of the People's Republic of China and the general financial regulations of enterprises and the enterprise accounting standards promulgated by the Ministry of finance.

The twelfth partnership enterprises allocate the profit after tax (loss) in the following order.

(1) the statutory reserve fund shall be extracted 10%;

(two) to extract the statutory public welfare fund 5-10%;

(three) surplus profit (loss) is allocated according to the proportion of partners' contribution.

Thirteenth ways of corporate debt undertaking

(1) partnership debts are paid by partnership property.

(two) when the property of the partnership is not enough to repay, the partners shall bear the debts in proportion to their respective contributions.

Fourteenth, the distribution of interests, losses and liabilities of a partnership shall be decided by all partners if there is another change.

The seventh chapter is about the implementation of partnership affairs.

The fifteenth is that all partners decide to entrust one or several partners to carry out partnership affairs and issue a letter of entrustment.

Sixteenth the executors of enterprise affairs are responsible to all partners and perform the following duties

(1) developing business and concluding contracts;

(two) preside over the daily production and management of partnership enterprises;

(three) formulate a specific plan of partnership profit distribution or loss sharing;

(four) set up a plan for setting up the internal management mechanism of partnership enterprises;

(five) formulate specific management system or rules and regulations of partnership enterprises;

(six) to propose the management personnel of the partnership enterprise.

(seven) formulate plans to increase the contribution of partnership enterprises;

(eight) report on the performance of the partnership business and its operation and financial status every half a year to other partners; in addition to the other provisions of the partnership law, decisions on matters related to the partnership shall be passed by more than 2/3 of the partners, and the voting shall be one person one vote.

Seventeenth rights of other partners

(1) the partners who have the right to supervise the execution of affairs and inspect their implementation of partnership affairs;

(two) in order to understand the operation and financial status of the partnership, it is entitled to consult the account books.

(three) partners who are entrusted with the execution of partnership affairs do not perform their business in accordance with this agreement or the decision of all partners, and have the right to decide to cancel the entrustment.

(four) when partners are carrying out partnership affairs separately, other partners have the right to raise objections to the affairs of the partners.

When objections are raised, the execution of such matters shall be suspended.

Eighteenth partners must be prohibited during the period of partnership.

(1) to prohibit partners from operating independently or to cooperate with others in running businesses that are competing with the partnership.

(two) without any consent of all partners, any partner shall be prohibited from engaging in business activities in the name of a partnership.

(three) except for all partners, the partners are prohibited from trading with the partnership.

(four) prohibits partners from engaging in activities that harm the interests of the partnership.

If a partner violates the above provisions, the profits obtained from his business belong to the partnership enterprise, causing losses to be compensated according to actual losses.

Discouraging dislisteners may be decided by other partners.

The following affairs of nineteenth enterprises must be agreed by all partners.

(1) disposing of the real estate of the partnership enterprise;

(two) change the name of partnership;

(three) pfer or dispose of intellectual property rights and other property rights of partnership enterprises;

(four) apply for registration of alteration to the enterprise registration authority;

(five) provide guaranty for others in the name of partnership;

(six) engaging in a partnership outside the partnership as a manager of a partnership;

(seven) matters related to the partnership agreement.

The eighth chapter is the pfer of occupation, withdrawal and capital contribution.

The twentieth new partners will be in the following order when they join the partnership.

(1) consent of all partners;

(two) the original partner informed the new partner of the operation and financial status of the original enterprise.

(three) enter into a partnership agreement according to law;

(four) the new partners who join the partnership are jointly and severally liable for the debts of the enterprises before joining the partnership.

When the twenty-first partners withdrew, they should proceed in the following order

(1) a valid reason for withdrawal can be withdrawn.

(two) the withdrawal date should be announced to other partners 30 days in advance.

(three) withdrawal from partnership by consent of all partners;

(four) when a partner withdraws from a partnership, the other partners shall settle accounts with the retired person in accordance with the property status of the partnership enterprise when he withdraws from the partnership, and return the share of the property of the retiring party.

(five) if the withdrawal partner has unfinished partnership affairs, the settlement shall be settled after the settlement.

(six) no matter how the contribution is withdrawn, all partners shall decide whether to return money or material in accordance with the actual situation of the enterprise.

(seven) one of the circumstances stipulated in the forty-sixth, forty-nine and fifty articles of the partnership law is that partners can withdraw from the partnership, withdraw from the company, and withdraw from the partnership.

The conditions for the pfer of twenty-second partners' contribution

(1) the pfer of capital contributions by partners shall be agreed by all partners.

(two) when partners pfer capital in accordance with the law, other partners have the right to give priority to the same under the same conditions.

(three) the pfer of third persons other than the partners of the enterprise shall be treated as a group.

(four) when a partner pfers capital contributions in accordance with the law, the assignee becomes a partner of the enterprise after modifying the partnership agreement, and has the right and responsibility under the amended partnership agreement.

(five) an enterprise partner after pfer of capital contribution must comply with the quorum stipulated in the partnership law.

The ninth chapter is the dissolution and liquidation of partnership.

The twenty-third enterprises should be dissolved under the following circumstances.

(1) when the partnership period expires, the partners are unwilling to continue to operate.

(two) the dissolution of partnership agreement;

(three) all partners decide to dissolve;

(four) partners do not have quorum;

(five) the purpose of partnership has already been achieved or can not be realized;

(six) the business license is revoked according to law.

(seven) other reasons for the dissolution of partnership enterprises stipulated by laws and administrative regulations.

After the dissolution of the twenty-fourth enterprises, the following order

(1) liquidation shall be held by all partners, and a person responsible for liquidation or a designated liquidator of the people's court shall be appointed.

(two) when the enterprise is liquidating, the creditors should be notified and announced.

(three) to clean up enterprise assets, and prepare balance sheets and property lists separately.

(four) dealing with the unfinished business of the partnership concerned with liquidation;

(five) after liquidation, the surplus will be allocated according to the proportion of the capital contribution according to the collection of debts, the payment of debts, the payment of taxes owed, the wages of employees and the return of funds.

(six) after liquidation, if the loss or the inability of the enterprise to repay the debt, no matter how much the partners invest, the portion that is paid first by the common property of the enterprise and the part of the partnership property is not paid off shall be borne by the partners at the proportion of the capital contribution;

(seven) after the liquidation is concluded, the liquidation report should be compiled.

After signing and sealing all the partners, the liquidation report shall be submitted to the enterprise registration authority within 15 days for the cancellation of the partnership registration.

The tenth chapter is liability for breach of contract.

Article twenty-fifth after obtaining a business license in accordance with the law, this Agreement shall enter into force and the partnership shall be legally binding.

The twenty-sixth partners fail to pay the capital contributions according to the date stipulated in the ninth provision of this agreement. Each overdue one day shall pay the enterprise's liquidated damages according to the overdue payment amount of 0.5%. If the agreement fails to perform or fails to perform fully, it will be liable in accordance with the law in addition to paying the liquidated damages.