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Guangzhou Partnership Enterprise Registration
Information provider:zanya consultants    Updated:2016/10/10    Website:www.companyformation86.com

Concept of Partnership Enterprise


1.  A limited partnership enterprise is composed of general partners and limited partners. General partners shall bear unlimited joint and several liabilities for the debts of the partnership, and limited partners shall be responsible for the partnership to the extent of the capital contributions they have paid

2.  A general partnership enterprise is composed of general partners who shall bear unlimited joint and several liabilities for the debts of the partnership

3.  A special general partnership enterprise: A special general partnership enterprise resembles a general partnership except that it must be a professional service institution offering services requiring professional knowledge and special skills. The structure shields co-partners from liabilities due to the willful misconduct or gross negligence of one partner or a group of partners. It is very similar to limited liability partnership in Europe and America.


Advantages of establishing a Partnership Enterprise


1. No requirements on minimum registered capital;

2. Less procedures comparing with Wholly Foreign Owned Enterprise or Joint Venture

3. No corporate income tax for partnership enterprise;

4. It permits men possessing different kinds of abilities to unite, thereby increasing efficiency. Second.

5. It makes possible the employment of larger capital, which, as we shall see later, contributes to increased production.

6. Foreign Enterprise or Individual is allowed to establish a Partnership Enterprise with Chinese individual (While Chinese individual is not allowed to have Joint Venture with foreign investor)


Disadvantages of establishing a Partnership Enterprise


1. Compared with the single enterpriser the partnership is at a disadvantage in the matter of business policy and authority. Unlike a single enterpriser, the member of a partnership must share more or less authority with others. Consequently, as often happens, the partners work at cross purposes, one advocating one business policy, a second advocating a different policy, while a third partner may disagree with both policies. Oftentimes, under such circumstances, it is found desirable to dissolve the partnership.

2. Unlimited liability; A partnership must pay all its debts with property contributed to the partnership by the partners. If the partnership is a general partnership then the partners bear joint and several liabilities;

3. As for trading business of a PE, since PE is not a general tax payer, PE can't get VAT status, and can't apply for VAT rebate accordingly.

4.Property rights of partnership enterprise is difficult to be transferring to a third party as according to the Partnership Enterprise Law: the property rights of partnership transfer MUST be agreed by all partners in a PE;


Register Capital


A general partnership: the register capital includes Money, land use right, intellectual property right, labor services at a valuation determined by agreement among the partners, or other properties.

A limited partnership: the register capital includes money, land use right, intellectual property right or other properties.


Needed Documents for China Partner Enterprise Formation


1. 2x Original Bank Reference Letters from investor’s bank (declare a good standing).

2. Corporate investor as partner: 2x Original Certificate of Incorporations, Articles of Incorporation or Equivalent document notarized by local lawyer and endorsed by Chinese embassy or consulate. For individual investor as partner: 2x original Passport copies of Investors need be notarized by local lawyer and endorsed by Chinese embassy or consulate.

3. 2x Residential Address Proof (e.g. utility bill issued within 3 months, National Identity card with address, valid driving licenses with address, etc.) notarized by local lawyer and endorsed by Chinese embassy or consulate overseas.

4. Office Addresses Certificate: 2x original leasing contracts, 2x copies of house property certificate and 2x landlord identification documents

5. Proof of Identification for Parent company's director, general partner and partners

6. China general partner and partners provides: 4 photos (2 inches size)

7. Other relevant documents and certificates;


Working Time Needed


Once all the necessary documents for application are ready for submission, the whole procedure will be finished within 25-30 working days.


Guangzhou Partner Enterprise Registration Service


1. Guangzhou Partner Enterprise Business License

2. having a corporate seal engraved by the public security authorities

3. Seal Carving Registration card

4. Organization Code Certificate 

5. Digital Certificate of Organization Code Certificate

6. National Tax and Local Tax Certificates

7. Assist bank opening, but not including the bank charges

8. Three stamps (company stamp, financial stamp and personal stamp of general partner)

All the certificates above include original one and duplicate one.


General Tax Information


All enterprises are required to report to the Tax Administration Department monthly, quarterly and annually. ZANYA provides accounting services for our clients; you are welcome to contact us for more information.


Annual Audit Report 


Any limited companies in China should summit annual audit report to the relevant authorities. Any company will be subject be to a fine if the Annual Audit Report is not submitted in a timely manner.


For further information or assistance, please feel free to contact us


Tel: (86.20); 37887606         Mobile: 13928789801 (You can inquire in English)

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Zanya Consultants

Tel: (86 20) 37887606

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Email: 2291837655@qq.com

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