The liquidator shall be all partners; With the consent of more than half of all partners, one or more partners or a third person may be appointed as liquidator within 15 days after the cause of dissolution of the partnership arises.
If the liquidator is not determined within 15 days from the date of dissolution of the partnership, the partners or other interested parties may apply to the people's court for the appointment of the liquidator.
Article 87 During the liquidation period, the liquidator shall perform the following affairs:
(a) to clean up the property of the partnership, and prepare a balance sheet and a property list respectively;
(2) Handling the unfinished business of the partnership related to liquidation;
(3) Paying the taxes owed;
(4) Clearing up creditor's rights and debts;
(5) Disposing of the remaining property of the partnership after paying off its debts;
(six) to participate in litigation or arbitration activities on behalf of the partnership.
Article 88 The liquidator shall notify the creditors of the dissolution of the partnership within 10 days from the date of confirmation, and make an announcement in the newspaper within 60 days. Creditors shall, within 30 days from the date of receiving the notice, and within 45 days from the date of announcement if they have not received the notice, declare their claims to the liquidator.
When a creditor declares its creditor's rights, it shall explain the relevant matters of the creditor's rights and provide supporting materials. The liquidator shall register the creditor's rights.
During the liquidation period, the partnership enterprise shall survive, but shall not carry out business activities unrelated to liquidation.
Article 89 After paying the liquidation expenses, employees' wages, social insurance expenses, statutory compensation, taxes owed and debts, the remaining property of the partnership enterprise shall be distributed in accordance with the provisions of the first paragraph of Article 33 of this Law.
Article 90 After the liquidation, the liquidator shall prepare a liquidation report, which shall be signed and sealed by all partners and submitted to the enterprise registration authority within 15 days to apply for cancellation of the partnership registration.
I set up a factory in partnership with three colleagues, and I lost a lot in one year, so I can't do it anymore. Party A contributed 70,000 yuan, accounting for 50% of the shares, Party B contributed 30% of the equipment and Party C contributed 20,000 yuan. Now the factory evaluates how to allocate the remaining 70,000 yuan of assets-the property is handled according to the provisions of the partnership agreement.
The partnership agreement is concluded by the partners and belongs to the "small articles of association" of the partners. Article 55 of the Supreme Court's "Implementation Opinions" stipulates that "when the partnership enterprise terminates, the property of the partnership enterprise shall be handled in accordance with a written agreement."
Extended data:
If there is no written agreement, it shall be handled according to the amount of the majority or property, but the interests of the minority shall be protected. The Supreme Court's "Implementation Opinions" stipulates that "if there is no written agreement and negotiation fails, if the partners' capital contributions are equal, the opinions of the majority shall be considered as appropriate; If the amount of capital contribution of the partners is different, it can be handled according to the opinions of the partners with the majority capital contribution, but the interests of the minority should be protected. " How to protect it should be to apply the principle of fairness.
No matter whether the partner withdraws from the partnership or the partnership enterprise is dissolved, the partner shall enjoy the rights and assume the obligations. Undertake the debts of the partnership externally, enjoy the rights and assume the obligations fairly internally. Never put your own risk on other partners.
When some partners withdraw from the partnership and dissolve, they push all the foreign creditor's rights to others and let other partners return the cash directly. My own is to ask for a penny of principal and interest, but let other partners get only some irrecoverable claims. It is unfair to assume the principal and interest of the partner, not counting the principal.
Baidu Encyclopedia-People's Republic of China (PRC) Partnership Law