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The following matters of the partnership must be agreed by all partners:
1) dispose of the real estate of the partnership;
2) change the name of the partnership;
3) transfer or dispose of the intellectual property rights and other property rights of the partnership;
4) Apply to the enterprise registration authority for change of registration;
5) Provide security for others in the name of the partnership;
6) Appoint a person other than a partner to serve as the operation and management of the partnership;
7) Matters related to the partnership agreement.
8) Decide to entrust one or more partners to carry out the affairs of the partnership.
9) When a partner transfers all or part of his or her share of property in the partnership to a person other than a partner (including pledge of property share), it must be agreed by the other partners.
10) With the consent of all partners, the one-person-one-vote voting method may be implemented.
11) The specific plan for the distribution of partnership profits and losses shall be jointly decided by all partners.
12) The new partner shall be approved by all partners and enter into a written occupation agreement.
13) Withdrawal by agreement, agreed by all partners.
14) Removal shall be subject to the consent of all partners.
15) Have the right of legal inheritance.
In accordance with the provisions of the partnership agreement or the consent of all partners, the successor may obtain the qualification of a partner.
16) The partnership is dissolved, and all partners serve as liquidators. If all partners fail to act as liquidators, with the consent of more than half of all partners (but not unanimous consent), one or more partners may be appointed or a third party may be appointed to act as liquidators within 15 days after the dissolution of the partnership. There is only one majority.
17) Partners contribute capital with labor services, and evaluate labor services.
18) Transactions between partners and the partnership (unless otherwise agreed in the agreement or agreed by all partners).
19) On the basis of consensus, the partnership agreement shall be amended or supplemented.
20) The method of returning the share of the property of the withdrawee in the partnership enterprise shall be agreed in the partnership agreement or decided by all partners, and the money or kind may be returned.
21) The heirs who have the legal right to inherit the share of property in enterprises and institutions shall obtain the qualification of partners from the date of succession in accordance with the provisions of the partnership agreement or by the decision of all partners.
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Occupancy and withdrawal. This is because a partnership is a close-knit cooperative act, and each change in the members of the partnership has a significant impact on the partnership organization. Therefore, joining and withdrawing from the partnership is an act that the partners must unanimously agree to.
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Article 31 of the Partnership Enterprise Law Unless otherwise agreed in the partnership agreement, the following matters of a partnership enterprise shall be unanimously agreed upon by all partners:
1) Change the name of the partnership;
2) Change the business scope of the partnership and the location of the main place of business;
3) disposing of the immovable property of the partnership;
4) Transferring or disposing of the intellectual property rights and other property rights of the partnership;
5) Providing security for others in the name of a partnership;
6) Appointing a person other than a partner to serve as the management personnel of the partnership.
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Legal analysis: Unless otherwise agreed in the partnership agreement, the following matters of the partnership shall be unanimously agreed by all partners: 1. Change the name of the partnership.
2. Change the business scope of the partnership and the location of the main business place. 3. Dispose of the real estate of the partnership. 4. Transfer or dispose of the intellectual property rights and other property rights of the partnership.
5. Provide guarantee for others in the name of the partnership. 6) Appoint a person other than a partner to serve as the operation and management of the partnership;
Legal basis: Civil Code of the People's Republic of China
Article 967:A partnership contract is an agreement entered into by two or more partners for the purpose of a common undertaking to share benefits and risks.
Article 968: A partner shall fulfill the obligation of capital contribution in accordance with the agreed method, amount and payment period.
Article 969:A partner's capital contribution, income obtained in accordance with law as a result of partnership affairs, and other property are partnership property. Before the termination of the partnership contract, the partners may not request the division of the partnership property.
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1.The conclusion of the partnership agreement shall be agreed upon by all partners in accordance with the law, and the amendment or supplementation of the partnership agreement shall be subject to the unanimous consent of all partners; However, unless otherwise agreed in the partnership agreement.
2.Unless otherwise provided in the partnership agreement, the transfer of all or part of the property share of a partner in the partnership to a person other than the partner shall be subject to the unanimous consent of the other partners.
3.If a partner pledges his or her share of the property in the partnership, it must be unanimously agreed by the other partners.
4.Unless otherwise agreed in the partnership agreement, the following matters of the partnership shall be unanimously agreed by all partners:
1) Change the name of the partnership;
2) Change the business scope of the partnership and the location of the main place of business;
3) disposing of the immovable property of the partnership;
4) Transferring or disposing of the intellectual property rights and other property rights of the partnership;
5) Providing security for others in the name of a partnership;
6) Appointing a person other than a partner to serve as the management personnel of the partnership.
5.Except as otherwise provided in the partnership agreement or with the unanimous consent of all partners, the partners shall not enter into transactions with the partnership. 6.Unless otherwise agreed in the partnership agreement, the new partners shall be unanimously agreed by all partners and a written employment agreement shall be entered into in accordance with the law.
7.If the partnership agreement stipulates the term of the partnership, the partners may withdraw from the partnership with the unanimous consent of all partners during the existence of the partnership
8.Where a partner is lawfully identified as a person with no or limited capacity for civil conduct, he or she may be converted into a limited partner in accordance with law with the unanimous consent of the other partners, and a general partnership may be converted into a limited partnership in accordance with law. If the other partners fail to unanimously agree, the partner who has no or limited capacity for civil conduct shall withdraw from the partnership.
9.The removal of a partner shall be subject to the unanimous consent of the other partners.
10.If a partner dies or is declared dead in accordance with law, the heirs who have the legal right to inherit the partner's share of property in the partnership enterprise shall be qualified as a partner of the partnership enterprise from the date of commencement of the inheritance in accordance with the provisions of the partnership agreement or with the unanimous consent of all partners.
11.If the successor of a partner is a person with no or limited capacity for civil conduct, he or she may become a limited partner in accordance with the law with the unanimous consent of all partners, and the general partnership enterprise shall be converted into a limited partnership in accordance with the law. If all the partners fail to unanimously agree, the partnership shall return the share of the property of the successor partner to the heir.
12.Unless otherwise agreed in the partnership agreement, the transformation of a general partner into a limited partner, or the transformation of a limited partner into a general partner, shall be subject to the unanimous consent of all partners.
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In accordance with the Partnership Enterprise Law of the People's Republic of China
Article 31 Unless otherwise agreed in the partnership agreement, the following matters of the partnership enterprise shall be unanimously agreed upon by all partners:
1) Change the name of the partnership;
2) Change the business scope of the partnership and the location of the main place of business;
3) disposing of the immovable property of the partnership;
4) Transferring or disposing of the intellectual property rights and other property rights of the partnership;
5) Providing security for others in the name of a partnership;
6) Appointing a person other than a partner to serve as the management personnel of the partnership.
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A partnership refers to a for-profit organization in which the partners enter into a partnership agreement, jointly contribute, operate together, share benefits, share risks, and bear unlimited joint and several liability for the debts of the enterprise. So do you know what are the matters that must be agreed upon by all partners in a partnership? Let me answer for you below, I hope it will be helpful to you.
Legal advice: What are the matters that must be agreed upon by all partners.
Lawyers: 1. Change the name of the partnership;
2. Change the business scope of the partnership and the location of the main business place.
3. Dispose of the real estate of the partnership.
4. Transfer or dispose of the intellectual property rights and other property rights of the partnership.
5. Provide guarantee for others in the name of the partnership.
6. Appoint a person other than the registered partner to serve as the management personnel of the partnership.
Partnership Enterprise Law of the People's Republic of China.
Restrictions on the rights of partners to carry out partnership affairs and to represent the partnership enterprise to the outside world must not be confronted by a bona fide third party.
Article 38 A partnership enterprise shall first pay off its debts with all its property.
Article 39 If a partnership enterprise is unable to pay off its debts when due, the partners shall bear unlimited joint and several liability.
Article 40 If, as a result of assuming unlimited joint and several liability, a partner has the right to recover compensation from the other partners if the amount of repayment exceeds the proportion of his share of losses as stipulated in the first paragraph of Article 33 of this Law.
Article 41 Where a partner incurs debts unrelated to the partnership enterprise, the relevant creditors shall not use their creditor's rights to offset their debts to the partnership enterprise; Nor may the rights of the partners in the partnership be exercised by subrogation.
If a partner's own property is insufficient to pay off his debts unrelated to the partnership enterprise, the partner may use the proceeds he has received from the partnership enterprise to pay off the debts. The creditor may also request the people's court to enforce the partner's share of the property in the partnership for repayment in accordance with the law.
When a people's court enforces a partner's share of property, it shall notify all partners that the other partners have the right of first refusal; If the other partners do not purchase and do not agree to transfer the share of the property to others, they shall handle the settlement of the withdrawal of the partner in accordance with the provisions of Article 51 of this Law, or handle the settlement of the reduction of the corresponding share of the property of the partner.
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Legal analysis: (1) change the name of the partnership;
2) Change the business scope of the partnership and the location of the main business site;
3) disposing of the immovable property of the partnership;
4) Transferring or disposing of the partnership's intellectual property rights and other property rights;
5) Providing security for others in the name of a partnership;
6) Appointing a person other than a partner to serve as the management personnel of the partnership.
Legal basis: Partnership Enterprise Law of the People's Republic of China
Article 60 The provisions of this Chapter shall apply to a limited partnership enterprise and its partners; Where there are no provisions in this Chapter, the provisions of Sections 1 to 5 of Chapter II of this Law on general partnerships and their partners shall apply.
Article 61 A limited partnership shall be established by two to fifty partners; However, unless otherwise provided by law. A limited partnership should have at least one general partner.
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The following matters of a partnership shall be unanimously agreed upon by all partners: (1) Change the name of the partnership enterprise; 2) Change the business scope of the partnership and the location of the main place of business; 3) disposing of the immovable property of the partnership; 4) Transferring or disposing of the intellectual property rights and other property rights of the partnership; 5) Providing security for others in the name of a partnership; 6) Appointing a person other than a partner to serve as the management personnel of the partnership. However, unless otherwise agreed in the partnership agreement.
Risk Warning: If the partners make resolutions on matters related to the partnership, they shall be handled in accordance with the voting methods agreed in the partnership agreement. If the partnership agreement is not specified or the agreement is not clear, the voting method of one partner, one vote, and approved by a majority of all partners, shall be implemented.
Article 31 of the Partnership Enterprise Law Unless otherwise agreed in the partnership agreement, the following matters of the partnership shall be unanimously agreed upon by all partners: (1) Change the name of the partnership enterprise; 2) Change the business scope of the partnership and the location of the main place of business; 3) disposing of the immovable property of the partnership; 4) Transferring or disposing of the intellectual property rights and other property rights of the partnership; 5) Providing security for others in the name of a partnership; 6) Appointing a person other than a partner to serve as the management personnel of the partnership.
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