Legal subjectivity:

When the partners sign a partnership agreement, the establishment of the partnership is declared. The joining of new partners, the withdrawal, death, voluntary liquidation, bankruptcy liquidation of old partners, etc. can all cause the dissolution of the original partnership and the establishment of a new partnership. 1. What is the cancellation process of a partnership company? 1. Application (1) The applicant or his/her authorized agent submits the application directly to the enterprise registration location; (2) The applicant or his/her authorized agent submits the application by mail, fax, electronic data interchange, email, etc. method to submit an application. 2. After receiving the registration application, the review and registration authority will review whether the application materials are complete and comply with the legal form. Remarks: A. Application materials are complete. It refers to all the materials required to be submitted by applicants published by the State Administration for Industry and Commerce in accordance with enterprise registration laws, administrative regulations and rules. B. The application materials comply with the legal form. It means that the application materials meet the legal time limit, the recorded matters meet the legal requirements, and the document format meets the specifications. 3. Acceptance After reviewing the registration application submitted by the applicant, the enterprise registration authority will make a decision on whether to accept the application based on the following circumstances: (1) If the application materials are complete and comply with the legal form, it will be accepted. ⑵ If the application materials are complete and comply with the legal form, but if the application materials need to be verified, they will be accepted and the applicant will be informed in writing of the matters that need to be verified, the reasons and the time. ⑶ If the application materials contain errors that can be corrected on the spot, the person with the right to make corrections is allowed to make corrections on the spot, and the corrector will sign or seal the correction and indicate the date of correction; if the application materials are confirmed to be complete and in legal form, they will be accepted. . (Note: The person with the right to correct refers to the applicant or the handling personnel who, with the express authorization of the applicant, can make changes to the relevant matters and text content of the application materials.) (4) If the application materials are incomplete or do not comply with the legal form, they will be processed on the spot or The applicant will be informed of all the necessary supplements and corrections within five days. When notified, the application materials will be returned to the applicant and decided not to be accepted. If notification is made within five days, the materials will be collected and a receipt of materials will be issued. ⑸ Matters that do not fall within the scope of enterprise registration or do not fall within the registration jurisdiction of this agency will be immediately decided not to accept, and the applicant will be informed to apply to the relevant administrative agency. ⑹ If an application is submitted by mail, fax, electronic data interchange, email, etc., a decision on whether to accept it will be made within five days from the date of receipt of the application. Note: If the enterprise registration authority deems it necessary to verify the substantive content of the application materials, it will send two or more staff members to verify the application materials. After verification, a "Report on Verification of Application Materials" will be submitted, and a decision will be made on whether to approve registration based on the verification. 4. Decision ⑴ The enterprise registration authority will make a decision on whether to approve the registration within the prescribed time limit based on the circumstances of the registration application accepted by the enterprise registration authority: ⑵ Enterprise registration applications that should be reviewed by the lower-level enterprise registration authority according to law and then reported to the higher-level registration authority for decision, The lower-level enterprise registration authority shall submit review opinions within fifteen days from the date of acceptance. ⑶Except for the decision to approve registration made in Item A of Article ⑴, if the enterprise registration authority decides to accept the application, it will issue a "Notice of Acceptance"; if it decides not to accept the application, it will issue a "Notice of Non-Acceptance" and indicate that it is not accepted. Reasons for acceptance. ⑷ If the enterprise registration authority approves the enterprise name in advance, it will issue a "Notice of Pre-approval of Enterprise Name"; if it approves the establishment and registration of the enterprise, it will issue a "Notice of Approval of Establishment Registration" and inform the applicant within ten days from the date of decision. , obtain a business license; if the enterprise is approved to change registration, a "Notification of Approval of Registration Change" will be issued, informing the applicant to renew the business license within ten days from the date of decision; if the enterprise is approved to cancel registration, a "Notification of Approval of Cancellation" will be issued Registration Notice" and confiscate the business license. ⑸ If the enterprise registration authority makes a decision not to register, it will issue a "Registration Refusal Notice", indicating the reasons for not granting registration, and informing the applicant of the right to apply for administrative reconsideration or initiate administrative litigation in accordance with the law. 5. Cancellation and revocation of registration (1) In case of any of the following circumstances, the enterprise registration authority or its superior authority may cancel the registration at the request of the interested party or in accordance with its authority: A. Abuse of power or negligence in making a decision to approve registration; B. The decision to approve registration is made beyond the legal authority; C. The decision to approve registration is made to an applicant who is not qualified to apply or does not meet the legal conditions; D. Other circumstances in which the decision to approve registration can be revoked in accordance with the law. ⑵ If the licensee obtains the registration by cheating, bribery or other improper means, it shall be revoked. ⑶ If the cancellation of registration in accordance with the provisions of Articles ⑴ and ⑵ may cause significant damage to the interests of the public, the cancellation shall not be made and the registration shall be ordered to be corrected or corrected. ⑷ If an enterprise cancels its establishment registration or revokes its business license in accordance with the law, it shall cease its business activities and organize liquidation in accordance with the law. Within thirty days from the date of completion of liquidation, the liquidation organization shall apply for deregistration in accordance with the law. ⑸ For an enterprise whose establishment registration has been revoked or its business license has been revoked in accordance with the law, its unincorporated branch shall cease business activities and handle deregistration in accordance with the law; the relevant enterprises it invests in and establishes shall handle change registration or deregistration in accordance with the law. 2. Characteristics of partnership companies (1) Limited life. Partnerships are relatively easy to set up and dissolve. When the partners sign a partnership agreement, the partnership is declared established. The joining of new partners, the withdrawal, death, voluntary liquidation, bankruptcy liquidation of old partners, etc. can all cause the dissolution of the original partnership and the establishment of a new partnership. (2) Unlimited liability. The partnership as a whole has unlimited liability to creditors.

According to the partners' responsibilities towards the partnership, the partnership can be divided into general partnership and limited partnership. The partners of a general partnership are general partners and bear unlimited joint and several liability for the debts of the partnership. For example, when a partnership established by A, B, and C goes bankrupt, when A and B no longer have personal assets to pay off the debts owed by the company, although C has paid off the debts that should be shared according to the contract, he is still obliged to use his personal assets to pay off the debts owed by the company. The property is used by A and B to pay off the shared partnership debts owed by A and B. Of course, C has the right of recourse to the property against A and B at this time. A limited liability partnership is composed of one or several general partners and one or several partners with limited liability. That is, at least one of the partners has unlimited liability for the business activities of the enterprise, while the other partners can only bear the amount of their capital contribution. In order to limit their liability for debt repayment, such partners generally do not directly participate in business management activities. (3) Mutual agency. The business activities of a partnership company are decided jointly by the partners, who have the right to execute and supervise. Partners can nominate the person in charge. All partners shall bear civil liability for the business activities of the partnership principal and other personnel. In other words, the economic actions performed by each partner on behalf of the partnership are binding on all partners. Therefore, disputes are more likely to arise between partners. (4) There is *** property. The property invested by the partners shall be managed and used uniformly by the partners. No partner may transfer the partnership property for other purposes without the consent of other partners. Partners who only provide services but not capital only share part of the profits but have no right to share in the partnership property. (5) Benefit sharing. The property acquired and accumulated by a partnership company in its production and business activities belongs exclusively to the partners. Any losses will be borne jointly by the partners. The proportion of profit and loss distribution should be clearly stipulated in the partnership agreement; if it is not stipulated, it can be distributed according to the proportion of the partners' capital contribution, or evenly. Partners who use labor services as capital generally do not share losses unless otherwise provided. The bottom line for successful partnerships is that family members, especially immediate family members, are not allowed to be brought into the company. Free help is allowed, but do not take returns. Taking returns and competing for performance is tantamount to pocketing money from other shareholders. . Legal objectivity:

"Partnership Enterprise Law of the People's Republic of China"

Article 85

If a partnership enterprise has any of the following circumstances, Should be dissolved:

(1) The partnership term expires and the partners decide not to operate the business;

(2) The reasons for dissolution specified in the partnership agreement arise;

( 3) All partners decide to dissolve;

(4) The partners have not had a quorum for thirty days;

(5) The purpose of the partnership as stipulated in the partnership agreement has been achieved or cannot be achieved Achieved;

(6) The business license has been revoked, ordered to close or revoked in accordance with the law;

(7) Other reasons stipulated in laws and administrative regulations.

If laws and administrative regulations have other provisions on the jurisdiction of partnership enterprise registration, such provisions shall prevail.

"Measures for the Registration and Administration of Partnership Enterprises of the People's Republic of China"

Article 22

A partnership enterprise is dissolved in accordance with the provisions of the Partnership Enterprise Law , the liquidator shall handle deregistration with the original enterprise registration authority within 15 days from the date of completion of liquidation.