Partnership Law, Articles 57 and 58 for interpretation

Special General Partnerships.

The form of partnership liability is the most critical element of this partnership system. The amended Partnership Enterprise Law.

Drawing on the legislative experience of foreign countries and taking into account the actual situation of China, the responsibilities of special general partnerships and their partners have been clearly stipulated.

Among them, Article 55 stipulates that a special general partnership refers to a general partnership in which the partners bear responsibility in accordance with the provisions of Article 57 of this Law.

Article 57 has two paragraphs, the first of which stipulates that "if a partner or partners intentionally or grossly negligently cause the debts of a partnership enterprise in the course of their professional activities, they shall bear unlimited liability."

or unlimited joint and several liability.

The other partners are liable to the extent of their share of the property in the partnership. ”

Paragraph 2 provides that "a partner who, in the course of his or her practice, is not.

The debts of the partnership and other debts of the partnership caused by intentional or gross negligence shall be jointly and severally liable by all partners. ”

That is to say, in the practice of these professionals, if one or more partners cause debts to the partnership due to intentional or gross negligence, these responsible persons are jointly and severally liable without limits, while the other partners who are not liable are liable only to the extent of their capital contributions in the partnership.

In essence, it limits the liability of partners who are not at fault. This will help these professional service organizations that adopt a special general partnership system to continuously expand their scale, and this is also an important measure for us to adapt to the development of professional service organizations through legislation after our accession to the WTO.

Article 57 is roughly put: the creditor can find both a unit and an individual for compensation, and the compensation relationship between the two is joint and several. As for the compensation of the other partners, it is already included in the property of the unit, and no additional money is paid.

Article 58 is roughly put: The compensation of the unit is only "advance payment", and it is only called joint and several compensation. In the end, the money has to be paid by the individual, which is also called "compensation", which is actually just repayment.

Legal analysis: Article 68 of the Partnership Enterprise Law reads: Limited partners shall not represent the limited partnership enterprise externally if they do not perform partnership affairs.

The following acts of a limited partner shall not be regarded as the execution of partnership affairs: (1) participating in the decision on the entry or withdrawal of the partners of the general finger paitong; (2) To make suggestions on the operation and management of the enterprise; (3) Participate in the selection of accounting firms that undertake the audit business of the limited partnership; (4) Obtain the audited financial and accounting reports of the limited liquid company; (5) For situations involving their own interests, consult the financial accounting books and other financial information of the limited partnership; (6) When the interests of the limited partnership are infringed, claim rights or file a lawsuit against the responsible partner; (7) When the executive partner is negligent in exercising its rights, it urges it to exercise its rights or initiates a lawsuit in its own name for the benefit of the enterprise; (8) Provide guarantees for the enterprise in accordance with the law.

Legal basis: Article 68 of the Partnership Enterprise Law of the People's Republic of China A limited partner shall not represent a limited partnership enterprise if he does not perform partnership affairs.

The following acts of a limited partner shall not be regarded as the execution of partnership affairs:

1) Participate in the decision on the entry and withdrawal of the general partner;

(2) To make suggestions on the operation and management of the enterprise;

(3) Participate in the selection of accounting firms that undertake the audit business of the limited partnership;

4) Obtain audited financial and accounting reports of the limited partnership;

5) For situations involving their own interests, consult the financial accounting books and other financial information of the limited partnership;

(6) When the interests of the limited partnership are infringed, claim rights or file a lawsuit against the responsible partner;

(7) When the executive partner is negligent in exercising its rights, it urges it to exercise its rights or initiates a lawsuit in its own name for the benefit of the enterprise;

(8) Provide guarantees for the enterprise in accordance with the law.

Article 68 of the Partnership Enterprise Law: Limited partners who do not perform partnership affairs shall not represent a limited partnership enterprise externally. The following acts of a partner who are indebted to the limit shall not be regarded as the execution of partnership affairs:

1) Participate in the decision on the entry and withdrawal of the general partner, (2) Make suggestions on the management of the enterprise, (3) Participate in the selection of an accounting firm to undertake the audit business of the limited partnership, (4) Obtain the audited financial accounting report of the limited partnership, (5) Check the financial accounting books and other financial information of the limited partnership for situations involving their own interests, (6) Claim rights or file a lawsuit against the responsible partner when the interests of the limited partnership are infringed (7) When the executive partner neglects to exercise his rights, he urges him to exercise his rights or files a lawsuit in his own name for the benefit of the enterprise, and (8) provides security for the enterprise in accordance with the law.

The difference between Article 48 and Article 50 of the Chazen Individual Partnership Act.

Hello, Article 48, statutory withdrawal refers to the withdrawal based on the direct provisions of the law, that is, during the existence of the partnership, once a partner's behavior meets the conditions prescribed by law or a partner has a special circumstance prescribed by law, the partner will naturally lose his partner qualification and withdraw from the partnership. Statutory withdrawal is not based on the subjective will of the partners, so it is also called involuntary withdrawal or ex-officio withdrawal.

Article 50: Where a partner dies or is declared dead in accordance with law, the heirs who have the legal right to inherit the share of the property of the partnership in the partnership shall obtain the qualification of 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.

The two are different in nature, I hope it can help you, thank you.

Article 48 stipulates that an individual partnership shall be formed by 1 to 20 individuals and each partner shall bear all the partnership responsibilities equally; Article 50 stipulates that the distribution of profits from the joint venture of an individual partnership shall be negotiated by the partners and signed by the legal representative.

Legal analysis: Article 68 of the Partnership Enterprise Law provides that a limited partner shall not represent the limited partnership enterprise externally if he does not perform partnership affairs. The following acts of a limited partner shall not be regarded as the execution of partnership affairs:

1) Participate in the decision on the entry and withdrawal of the general partner (2) Propose the establishment of the early spring proposal for the operation and management of the enterprise (3) Participate in the selection of Li Sui Certified Public Accountants to undertake the audit business of the limited partnership (4) Obtain the audited financial accounting report of the limited partnership (5) Check the financial accounting books and other financial information of the limited partnership for the situation involving their own interests (6) Claim rights or file a lawsuit against the responsible partner when the interests of the limited partnership are infringed (7) When the executive partner neglects to exercise his rights, he urges him to exercise his rights or files a lawsuit in his own name for the benefit of the enterprise, and (8) provides security for the enterprise in accordance with the law.

Legal basis: Article 68 of the Partnership Enterprise Law of the People's Republic of China A limited partner shall not represent a limited partnership enterprise if he does not perform partnership affairs. The following acts of a partner shall not be regarded as the execution of partnership affairs:

1) Participate in the decision on the entry and withdrawal of the general partner, (2) Make suggestions on the operation and management of the enterprise, (3) Participate in the selection of an accounting firm that undertakes the audit business of the limited partnership, (4) Obtain the audited financial accounting report of the limited partnership, (5) Consult the financial accounting books and other financial information of the limited partnership for situations involving their own interests, (6) Claim rights or file a lawsuit against the responsible partner when the interests of the limited partnership are infringed (7) When the executive partner neglects to exercise his rights, he urges him to exercise his rights or files a lawsuit in his own name for the benefit of the enterprise, and (8) provides security for the enterprise in accordance with the law.

Article 58 of the Company Law stipulates that a natural person can only invest in the establishment of a one-person limited liability company. The one-person limited liability company cannot invest in the establishment of a new one-person limited liability company.

The shareholders' meeting shall exercise the following functions and powers:

1. Decide the company's business policy and investment plan;

2. Elect and replace directors and supervisors who are not employee representatives, and decide on the remuneration of directors and supervisors;

3. Review and approve the report of the board of directors;

4. Review and approve the report of the board of supervisors or supervisors;

5. Review and approve the company's annual financial budget plan and final account plan;

6. Review and approve the company's profit distribution plan and loss recovery plan;

7. Make a resolution on the increase or decrease of the registered capital of the company;

8. Make a resolution on the issuance of corporate bonds;

9. Make resolutions on the merger, division, dissolution, liquidation or change of the company's form;

10. Amend the articles of association;

11. Other functions and powers stipulated in the articles of association.

The articles of association of a limited liability company shall specify the following matters:

1. Company name and domicile;

2. The company's business scope;

3. The registered capital of the company;

4. The name or title of the shareholder;

5. The method of capital contribution, the amount of capital contribution and the time of capital contribution of shareholders;

6. The company's machine file round structure and its generation methods, powers, and rules of procedure;

7. Legal representative of the company;

8. Other matters that the shareholders' meeting deems necessary to stipulate.

Legal basisArticle 1 of the Company Law of the People's Republic of China.

This Law is enacted in order to regulate the organization and behavior of companies, protect the legitimate rights and interests of companies, shareholders and creditors, maintain social and economic order, and promote the development of the socialist market economy.

Article 58 The provisions of this section shall apply to the establishment and organization of a one-person orange company or a responsible company; Where there are no provisions in this section, the provisions of Section 1 and Section 2 of this chapter shall apply.

The term "one-person limited liability company" as used in this Law refers to a limited liability company with only one natural person shareholder or one legal person shareholder.

1.There is no such thing as a bona fide third party taking a share of the property and thus becoming a partner

2.Partnerships have a strict human compatibility, imagine that because of good intentions, a stranger suddenly comes in between partners (several buddies come together because of similar interests), and this business can't be done

3.Therefore, Article 25 of the Partnership Enterprise Law stipulates that "without the unanimous consent of the other partners, their acts shall be invalid, and the losses of a bona fide third party can only be recovered from the partners