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Several partners to open a swimming pool, how to sign the partnership agreement? Experts to

updateyq2010-03-16 16:11:14 +0000 #1
a few with open swimming pool, all take the same money, how to sign an agreement for such cooperation?
icey12272010-03-16 16:13:43 +0000 #2
partnership agreement

Contract Number:


Official Address:

legal representative:


an agent:

ID number:

Mailing Address:


Contact by:






Official Address:

legal representative:


an agent:

ID number:

Mailing Address:

Zip Code:






Party C:

Official Address:

legal representative:


an agent:

ID number:

Mailing Address:

Post Code:






In order to regulate the behavior of a partnership, a partnership and its partners to protect the legitimate interests of the "PRC Partnership Enterprise Law" and relevant laws and , laws and regulations, A, B and C all based on voluntary, equality, fairness, honesty and credit principles, the signing of this agreement.

The first partnership aims

A, B, C three of mutual benefit and common labor, common management, common development and common hair salon beauty business affairs.

The second partnership Profile



Business Scope:

mode of operation:

the third partner of a partnership a period of time

years from the date onwards, to date only.

1 Article IV funding methods, Party: amount of yuan invested in order to approach investors, accounting for% of the registered capital;

2, B: amount of yuan invested in order to approach investors, accounting for% of the registered capital;

3, Party C: amount of yuan invested in order to approach investors, accounting for% of the registered capital.

The partners invested a total of RMB yuan. During a partner's capital contribution of all partners is still common property shall not be arbitrarily split the request. After the termination of a partnership, each partner's contribution is still by individuals, will be returned.

Partnership duration, partner's capital contribution and all in the name of partnership gains are the property of a partnership, its legitimate rights and interests protected by law.


period of funding each partner's contribution, Yunianyueri previously paid all. Or paid all overdue, and should pay the amount due is not paid at the number of bank interest and compensate for the resulting losses.

With the assessment of Article VI funding in kind (or industrial property rights, non-patent technology, land use rights) funded enterprises shall be subject to a legal personality assessment bodies to assess the sale price of the company's registered capital verification acquired, the accordance with the law of transfer of its property , and the establishment of the applicants for registration to the company registration authority to submit the relevant documents. Article VII of the partnership enterprise registration

the partners agreed to jointly commissioned designated as a representative or agent (meaning the company has the agency send a lawyer or law firm) as the applicant, to the registration authority for registration and pre-approval of Company Name the establishment of registration. The applicant should ensure that the documents submitted to the registration authority, certificates of authenticity, validity and legitimacy, and responsibility.

Article VIII Finance, Accounting

partnership based on "The People's Republic of China Accounting Law" and the Ministry of Finance promulgated "enterprise financial rules", "Enterprise Accounting Standards" requirement, the establishment of the partnership's property accounting system.

Article IX allocate the surplus to 1, the partners work together, and common labor, a total risk, a total of profits or losses.

2, the allocation of surpluses that the basis of proportional distribution. Then the allocation of partnership tax profit (loss), according to the following order;

(1) extract the statutory fund 10%;

(2) extract the statutory public welfare fund 5-10%;

(3) the remaining profit (loss) by a partner owned and percentage of distribution (sharing).

3, a partnership of the distribution of benefits and losses, such as another change, and its specific programs determined through consultation by the partners.

10th of debts and liabilities of

1, a partnership of property to repay the debt from the partnership.

2, partnership assets are insufficient to repay, by the partners according to their proportion of funded debt.

3, a partnership of the debts and liabilities, such as another change, and its specific programs determined through consultation by the partners.

4, by one or several partners, managing partner of business affairs, it should be in accordance with agreed not to participate in the enforcement branch to the other partner in the implementation of reporting services as well as the partnership's operations and financial condition, its executive produced by a partnership firm proceeds go the partners, the resulting loss or civil liability, borne by the partners.

Article XI commissioned the executor

by the partners decided to entrust the party (one or several persons) managing partner of Corporate Affairs, and the power of attorney issued by a partnership. Article XII of the duties of executor

business affairs of the executors of the partners responsible to, and shall exercise the following duties:

1, external business, enter into contracts;

2, presided over the daily production and business partnerships, management;

3 to develop partnerships to share the distribution of profits or losses of specific programs;

4, developed partnerships within the regulatory bodies set up programs;

5, to develop partnerships specific management systems or rules and regulations;

6, proposed the appointment of management partnerships personnel;

7, development of partnership-funded programs;

8, half-yearly report on a partnership to other partners as well as the implementation of Corporate Affairs, operating conditions, financial conditions;

9, in addition to "Partnership Enterprise Law," as otherwise provided, the right partnership resolution of related matters, for more than two-thirds vote of the partners, the implementation of one person, one vote, the voting method, but an equality of votes the parties to the dispute, the enforcement branch of the partners have the right decision.

13th of the rights of other partners:

1, the right to supervise the enforcement branch of the partners, check the managing partner of Corporate Affairs;

2, in order to understand the partnership's operations and financial position, the right to access to books;

3, was assigned the partnership affairs, partners not in accordance with the decision of the partners to this agreement or the implementation of matters, the right to decide to withdraw the commission;

4, a partner managing partner of Corporate Affairs, respectively, the other partners have the right to right partner to challenge the implementation of the transaction. Objection, they should suspend the implementation of the transaction.

14th of the decision

corporate business affairs following matters must be approved by the partners agree to:

1, and disposal of real estate partnership;

2, to change the partnership name;

3, transfer or dispose of a partnership of intellectual property and other property rights ;

4, to the enterprise registration authority to apply for change of registration procedures;

5, to the name of a partnership to provide security for others;

6, the appointment of persons other than the partner as a partner enterprise management personnel;

7, new partners occupation and partners withdraw from a mess;

8, a partner with the partnership transactions;

9, a partner of the partnership to increase the funding for the expansion of scale of operation or make up the losses;

10, according to partnership agreement, the related matters.

15th of the prohibited acts during a partner in the partnership one of the following circumstances, must be prohibited:

1, to prohibit a partner self-employed or business co-operation with others, compete with the partnership business;

2, without all the partners agree to prohibit any partner of a partnership on behalf of private, to carry out business activities;

3, in addition to the partners consent is prohibited partner with the partnership transactions;

4, prohibiting a partner to engage in prejudice to the interests of the partnership activities of .

If a partner who contravenes the above-mentioned articles, the business received the benefit of the partnership, resulting in the loss according to the actual damages. To discourage non-listeners, by the other partners decided to removal.


new partners of the occupation time of intake according to the following order:

1, subject to the partners consent;

2, the original partners to a new business partners informed of the original operations and financial condition;

3, according to the law enter into occupation agreements;

4, occupied before the occupation of the new partners were jointly and severally liable debts of the business.

17th of may withdraw from a mess of the case

(a) a partnership agreement, the operating period of a partnership, one of the following circumstances, partners may withdraw from a mess:

1, partnership agreement, subject to withdraw from a mess there;

2, after all the partners agrees to withdraw from a mess;

3, occurred partners difficult to continue to participate in the subject matter of partnership;

4, the other partners a partnership agreement, a serious breach of obligations.

(B) the partnership agreement does not limit the operating partnership agreement, the partners to the joint venture transaction, without adversely affect the implementation of the circumstances, it can withdraw from a mess, but they should inform the other partners in advance on the 30th.

18th of course, withdraw from a mess of the situation

partner of one of the following circumstances, of course, withdraw from a mess:

1, death or is declared dead according to law;

2, was legally declared no capacity for civil conduct;

3, personal loss of compensation debt capacity;

4, was the people's court to enforce the partnership's share of all property.

19th withdraw from a mess of removing the case

a partner of one of the following circumstances by the other partners agreed, you can be removed from the resolution:

1, does not fulfill funding obligations;

2, due to intentional or gross negligence to the joint venture losses;

3, when the managing partner of Corporate Affairs, improper behavior;

4, partnership agreement, the other subject matter.

Diershitiao withdraw from a mess when the program

partners withdraw from a mess in the following order:

1, 30 days in advance notice required to withdraw from a mess of other partners, through the consent of all partners who withdraw from a mess, and enter into a written agreement;

2, partner withdraw from a mess, and other partner should withdraw from a mess with the withdraw from a mess in accordance with the time of settlement of the status of partnership property, the property returned to withdraw from a mess of people share; withdraw from a mess of their withdraw from a mess of people that occurred before the partnership losses or liabilities according to the proportion of funding responsibility;

3, withdraw from a mess of people there is no end to partnership affairs, and once settled after the settlement;

4, withdraw from a mess regardless of how funded, according the actual situation of enterprises, from the partners decided to refund the money or in kind;

5, withdraw from a mess of people on the withdraw from a mess that occurred before the partnership debts, and other partners jointly and severally liable.

21st of the transfer of funding the transfer of funding partners must meet the following conditions:

1, the transfer of funding partners subject to the partners consent;

2, according to the transfer of funding partners, when, in the same conditions, other partners people have the right to give priority to the transferee;

3, the transfer of the business partners other than the third person, according to occupation treatment;

4, according to the transfer of funding partners, the assignee shall become the partnership agreement as amended, business partners, In accordance with the revised partnership agreement rights and assume responsibility;

5, the transfer of the business after the partner funded must meet the "Partnership Enterprise Law," the provisions of a quorum.

Those enterprises of the dissolution of

enterprises, one of the following circumstances, to give the dissolution of the:

1, the expiry of a partnership, a partner unwilling to continue operations;

2, the dissolution of a partnership agreement, the matter appears;

3, all the partners decided to dissolve;

4, a partner no longer have a quorum;

5, a partnership objective has been achieved or not achieved;

6, was to revoke the business license;

7, a legal and administrative regulations to dissolve a partnership with other reasons.

23rd of the order of

1 liquidation, liquidation held by the partners and to identify a responsible person or the people's court for the liquidation the liquidator appointed;

2, corporate liquidation, shall be notified and announcements creditors;

3, clean-up corporate property, respectively, of the balance sheet and property list;

4, dealing with the liquidation of a partnership related to any outstanding matters;

5, after the liquidation of the surplus, in the payment and settlement costs and total benefit debts, according to staff salaries (including medical , disability grants and pensions and other expenses), taxes, general order in which claims settlement,If you still have left, according to the proportion of return to investor financed;

6, after the liquidation of enterprises, such as loss or inability to repay debts, regardless of how much funding partners, the first enterprise to repay a total of property, partnership property is insufficient to discharge the part financed by the partners according to the proportion of commitment;

7, liquidation, liquidation report should be prepared. Signed by the partners, sealed after the enterprise registration organ within 15 days to submit the liquidation report, apply for cancellation of registration of partnership.

24th liability for breach of Article 1, a partner without the unanimous consent of the other partners to transfer its share of property and, if he partners were reluctant to accept the transferee as a new partner may withdraw from a mess dealing with the assignor should be compensated The other partners resultant losses.

2, a partner in the privately with its share of partnership's assets out of quality, its behavior is invalid, or as a withdraw from a mess treatment; the resulting damage caused to other partners, and bear the liability.

3, a partner of serious breach of this Agreement, or due to gross negligence or breach of the "Partnership Enterprise Law," which led to dissolution of the partnership, other partners should bear the liability.

4, a partner on the prohibition of acts of violation of the provisions of the contract, the actual damages should be a partnership, the partners may decide to dissuade the listener is not removed.

25th to declare and guarantee signed by the parties to this Agreement to make the following statements and ensure that:

1, the parties are partners with independent capacity for civil conduct of a natural person, and have the legal right or authority to enter into this agreement.

2, partner of the parties to put into the company's funding partners are the legal property owned by the person.

3, a partner in each direction of the companies to submit documents, information fliers true, accurate and effective.

26th of parties to the contract to ensure confidentiality in the discussions, the signing of the implementation of this Agreement in the process of the knowledge of belonging to other parties and can not be from the publicly available documents and information (including trade secrets, corporate plans, operational activities, financial information, technical information, business information and other trade secrets) be kept confidential. The information and documents without the original provider agreement, other parties are not permitted to disclose the trade secrets of any third party in whole or in part. But the laws, rules otherwise provides or the parties, except as otherwise agreed. Secrecy period of years.

27th Notification

1, in accordance with this contract would require a party giving notice, as well as all the documents between the parties and with the present contract notice and requirements and so on, must be in writing and can be used (letters, fax, telegram, personally delivered, etc.) approach delivery. The above method can not be served before taking notice served approach.

2, the parties mailing address is as follows:.

3, one change notification or mailing address, should change the date from the days written notice to the other party; otherwise notified by the party who is not related to the responsibility arising therefrom.

28th of the contract change to fulfill this contract period, in special circumstances, the A, B and C need to change any of the parties to this contract, and request a change in party shall promptly notify the other party in writing, obtain the consent of the other party, the parties within a specified period of time (written notice is given days) enter into a written change agreement, which will become an integral part of the contract. Without a written document signed by the parties, either party has no right to change this contract, or else the other side of the economic losses resulting from the responsible party.

29th of the dispute settlement occurred due to the implementation of this contract dispute, dual (s) shall amicable settlement, such as the consultations fail, in accordance with the following solution (optional one, and can only choose one, in the selected a box before the fight "√"): □ to the Shenzhen Arbitration Commission for arbitration; □ submitted to China International Economic and Trade Arbitration Commission for arbitration in Shenzhen, South China Branch; □ to the competent people's court.

30th of force majeure

1, if any party to this contract due to force majeure events and the failure to perform under this contract in whole or in part of the obligation to fulfill the obligation to interfere with their performance in the event of force majeure shall be suspended during the period.

2, claimed to have been a party to force majeure events as far as possible in the shortest period of time through writing of the occurrence of force majeure events notify the other party, and in the days after the occurrence of force majeure to the other party to provide information on such a force majeure event and its continuing of proper evidence and the contract can not perform or need an extension to fulfill information in writing. Claiming force majeure events led to its performance of this contract objectively impossible or impractical party has the responsibility to make every reasonable effort to eliminate or mitigate the effects of such force majeure events.

3, force majeure event occurs, the parties should immediately through friendly consultations to decide how to implement this contract. Force majeure events or the impact of the termination or elimination of, the parties shall be restored immediately in the discharge of their respective obligations under the contract. Such as force majeure and its impact could not be terminated or eliminated, which results in the loss of the contract either party the ability to continue to perform the contract, then the parties may cancel the contract negotiations or temporary delay in performance of the contract, and the force majeure the party is no need to assume responsibility. Of force majeure delay occurred after the parties to fulfill, and not relieved of responsibility.

4, this contract called "force majeure" refers to the affected parties reasonable control and can not be anticipated or even to be expected to also unavoidable and can not be overcome, and after the signing of this contract appears to enable the parties to this contract all the or part of the performance objectively impossible or impractical for any event. These events include but are not limited to natural disasters such as floods, fires, droughts, typhoons, earthquakes, and social events such as war (whether or not a declaration of war), riots, strikes, government action or legal provisions.

第三十一条 contract interpretation issues or terms of this contract not entirely content is not clear that the contract the parties may contract in accordance with the principle purpose of the contract, trading habits and associated content of the articles of this contract in accordance with generally understood to make reasonable explained. The interpretation was binding, unless the interpretation is contrary to law or this contract.

32nd supplementary and accessories not tried this contract matters, in accordance with relevant laws, enforcement, laws and regulations have not been provided, B, C can be reached by the parties to a written supplementary contract. The annex to the contract and additional contracts are an integral part of this contract, and this contract has the same legal effect.

33rd of validity of the contract

1, this contract from the legal representatives of the parties or the parties or their authorized representatives signed and stamped with official seal, or unit of Special Seal the date of the contract.

2, a type copies of this Agreement, Party A, Party B, Party C all copies retained in a Notary Office in Shenzhen City, all have the same legal effect.

3, the annex to the contract and additional contracts are an integral part of this contract, and this contract has the same legal effect.

Party A (seal): Party B (seal):

the legal representative (signature): the legal representative (signature):

an agent (signature): an agent (signature):

Signed at: Signed at:
-year ____ month ____ day ____ year ____ month day

Party C (seal):

the legal representative (signature):

an agent (signature):

Signed at :

years ____ months ____ day

(Note: 1. This Agreement is only for reference format, the applicant may, as required by law for the contents of the agreement to make appropriate adjustments.

2. The applicant will use the reference to format, should be filled according to the actual situation.

3. instruments required to fill in the content should be completed on the computer and then print them out, in addition to signature shall not be hand-filled.)



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