A general partnership enterprise shall not distribute all profits to some partners, nor shall it share all losses to some partners. A limited partnership may distribute all profits to some partners, but may not share all losses with some partners.
A partnership enterprise refers to a for-profit organization in which all partners enter into a partnership agreement, * * * jointly contribute capital, * * * jointly operate, * * * enjoy profits, * * * bear risks, and bear unlimited joint and several liabilities for corporate debts. It also refers to the enterprise organization form in which natural persons, legal persons and other organizations are established in China in accordance with the Partnership Enterprise Law of People's Republic of China (PRC), and two or more natural persons enter into a partnership agreement, * * * jointly contribute to the operation, * * * assume sole responsibility for profits and losses, and * * * bear risks.
legal ground
People's Republic of China (PRC) partnership enterprise law
Article 2 The term "partnership enterprise" as mentioned in this Law refers to the general partnership enterprise and limited partnership enterprise established in China by natural persons, legal persons and other organizations in accordance with this Law.
A general partnership consists of general partners, who are jointly and severally liable for the debts of the partnership. Where this Law has special provisions on the liability form of general partners, such provisions shall prevail.
Limited partnership consists of general partner and limited partner. The general partner shall be jointly and severally liable for the debts of the partnership, and the limited partner shall be liable for the debts of the partnership to the extent of the capital contribution subscribed. Article 18 The partnership agreement shall specify the following items:
(a) the name of the partnership and the location of the main business premises;
(2) the purpose and business scope of the partnership;
(3) the name and domicile of the partner;
(4) The mode, amount and duration of capital contribution of the partners;
(five) the way of profit distribution and loss sharing;
(six) the implementation of partnership affairs;
(7) Joining and quitting the partnership;
(8) dispute settlement methods;
(9) dissolution and liquidation of the partnership enterprise.
(10) Liability for breach of contract.