Beijing Municipality, Administration of Limited Liability Partnerships Measures

Promulgated: February 21 2001
Effective: as of date of promulgation
Applicability: The Measures apply to venture capital firms established in the form of limited liability partnerships in the Zhongguancun Science and Technology Park (Article 2). For the purposes of the Measures, "limited liability partnership"means a partnership consisting of limited partners whose liability to the partnership is limited to the amount of their capital contribution and general partners who have joint and several unlimited liability to the partnership (Article 3).

Main contents: The Measures provide that a limited liability partnership must have at least one general partner and one limited partner, that the total capital contribution by its limited partners must not be less than Rmb10 million, and that its general partner must have professional knowledge of venture capital business (Article 4). The Measures further provide that a limited liability partnership shall be managed and represented by its general partners to the exclusion of its limited partners, who however, have the right to know and supervise the management of the partnership (Article 10). A limited liability partnership is prohibited from issuing bonds, providing guarantees to outside parties or borrowing from financial institutions (Article 11). A limited liability partnership has no independent legal person status and the number of its partners is limited to 20 (Article 3). Matters not covered by the Measures shall be handled in accordance with the PRC, Civil Law General Principles and PRC, Partnership Enterprise Law (Article 16).
Related legislation: PRC, Civil Law General Principles, Apr 12 1986 and PRC, Partnership Enterprise Law, Feb 23 1997, CLP 1997 No.3 p25