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Corporate Service - China

Question

Q&A Regarding Partnership Enterprise (8)

Answer
Q:
What should a limited partnership enterprise with only limited partners do?
A:
A limited partnership enterprise with only limited partners shall be dissolved.

Q:
What should a limited partnership enterprise with only general partners do?
A:
A limited partnership enterprise in which there are only general partners shall be converted into a general partnership enterprise.

Q:
Can a limited partner be transformed into a general partner?
A:
Unless otherwise agreed in the partnership agreement, the conversion of a general partner to a limited partner, or the conversion of a limited partner to a general partner, shall be subject to the unanimous consent of all the partners.

Q:
How do limited partners assume debts of the partnership enterprise after they become general partners?
A: Where a limited partner is converted into a general partner, he shall bear unlimited joint and several liability for the debts incurred by the limited partnership enterprise during his term as a limited partner.

Q:
How do general partners assume debts of the partnership enterprise after they become limited partners?
A: Where a general partner is converted into a limited partner, he shall bear unlimited joint and several liability for the debts incurred by the partnership enterprise during his term as a general partner.

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