Registration of Change for Partnership Enterprises

2022-10-28

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I. Registration of Change for Partnership Enterprises

1. Required basic materials:

(1) The original Application Form for Registration (Recordation) of Partnership Enterprises. (See application form notes for details on information filling. Market entities processed in accordance with the Commitment to Notification of Registration System, implemented city-wide, shall submit the Letter of Commitment at the same time.)

(2) The original Decision to Change. (The document is required if registered items are related to amendments to the Partnership Agreement and shall be signed by all partners or persons stipulated in the Partnership Agreement. The document is not required to change the main business premise, business scope, or the name or title of partners. If the Partnership Agreement has specific provisions, such provisions shall prevail.)

(3) The original Partnership Agreement after amendments and supplements. (The document is required if the registered items are related to amendments to the Partnership Agreement and shall be signed by all partners or persons stipulated in the Partnership Agreement. The document is not required to change the main business premise, business scope, or the name or title of partners. If the Partnership Agreement has specific provisions, such provisions shall prevail.)

(4) The original approval documents (permits). (For partnership enterprises that are subject to the approval of laws, administrative regulations, or provisions of the State Council, copies of relevant approval documents shall be submitted.)

(5) The original business license and its duplicate. (Original business licenses and duplicates are to be returned if already collected.)

2. Materials required for change of business premises: a copy of the documents for legal use of domicile (business premises) after the change. (A copy of the certificate of title signed or stamped by the property owner. Natural persons of the property shall sign in person, and organizations owning the property shall stamp with an official seal. For other circumstances, please refer to the General Guidelines for Market Entity Registration.)

3. Materials required for change of business scope: the original approval documents (permits). (A copy of the relevant approval documents or permits shall be submitted if the change of business scope must be approved by laws, administrative regulations, and provisions of the State Council.)

4. Materials required for change of a partner's domicile: A copy of the certificate of domicile. (The certificate for the change of domicile of the partner shall be submitted. If the domicile is recorded on the certificate of eligibility or natural person's identity certificate, only a copy of the certificate of eligibility or natural person's identity certificate is required. If the domicile is not recorded on the certificate of eligibility or natural person's identity certificate, a certificate of title for the domicile, tenancy agreement, or other materials that can prove the actual domicile of the partner shall be submitted. Notarization of material submitted to prove the domicile of a partner from foreign countries (regions) is not required.)

5. Materials required for change of an executive partner:

(1) The original Partnership Agreement or Decision to Change signed by all partners

(2) A copy of the certificate of eligibility, or a copy of the natural person's identity document

6. Materials required for change of the name or title of the partner or executive partner, or the change of name of an appointed representative:

(1) A copy of the certificate of change of the title or name

(2) The new original certificate of eligibility after the change or a copy of the natural person's identity document. (Not required for natural persons whose ID numbers remain the same after the name change. Only a copy of the new ID card must be submitted. Only a copy of the new certificate of eligibility needs to be submitted if the Unified Social Credit Code remains the same after the title change.)

7. Materials required to change the legal person or other representative appointed to manage partnership affairs: a copy of the newly appointed representative's natural person's identity document and the original Appointment Certification

8. Materials required for the withdrawal of a partner:

(1) The original Decision to Change. (Reasons for the withdrawal shall be indicated in the Decision to Change. The List of All Partners and Capital Contributions shall be filled in. If the Partnership Agreement has specific provisions on the inheritance of partnership shares, such provisions shall prevail.)

(2) The List of All Partners and Capital Contributions in the original Application Form for Registration (Recordation) of Partnership Enterprises

9. Materials required for the admission of a new partner:

(1) The new original partner's certificate of eligibility, or a copy of the natural person's identity document

(2) The original certificate of the domicile

(3) The original Partnership Admission Agreement

(4) The original List of All Partners and Capital Contributions

(5) The original Power of Attorney for Legal Document Service of Foreign-funded Enterprises is required for foreign-funded partnership enterprises

10. Materials required for change of the enterprise type for partnership enterprises:

(1) The original certificate of change of the enterprise name. (In case of other changes to registered items, the application for registration of change shall be made at the same time and materials shall be submitted in accordance with the corresponding requirements.)

(2) The original professional qualification of a partner. (The document is required according to laws and administrative regulations if a general partnership enterprise is changed to a special general partnership enterprise.)

11. Materials required to change the contribution amount and the change resulting from the increase or reduction in the number of partners:

(1) The original Partnership Agreement after amendments or supplements. (The document shall be signed by all partners or persons stipulated in the Partnership Agreement. Reasons for the withdrawal shall be indicated in the Decision to Change if partners withdraw. The List of All Partners and Capital Contributions shall also be filled in. If the Partnership Agreement has specific provisions on the inheritance of partnership shares, such provisions shall prevail. The partner's certificate of eligibility, or the natural person's identity certificate, certificate of domicile, Partnership Admission Agreement, and the List of All Partners and Capital Contributions shall be submitted if new partners join the enterprise. The original Power of Attorney for Legal Document Service of Foreign-funded Enterprises is required for foreign-funded partnership enterprises.)

II. The original Letter of Commitment to the Registration Notification-Commitment System for Market Entities in Beijing Municipality. Entities choosing to use the Commitment to Notification System should also submit the Letter of Commitment of the Investor (Legal Representative) to Registration Notification-Commitment System for Market Entities in Beijing Municipality, and the Submitter's Letter of Commitment to Registration Notification-Commitment System for Market Entities in Beijing Municipality. 

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1. Time

Working Days: 9:00–12:00, 13:30–17:00 {Extended service hours: Saturday: 9:00–13:00 (except statutory holidays, during which reservations are required)}

2. Mode and Location

On-site processing: Government Service Center of Beijing Municipality: Service Window for General Affairs, No. 1 West Third Ring South Road, Fengtai District, Beijing (southwest corner of Liuliqiao); Beijing Municipal Administrative Center Government Service Center: Service Window for General Affairs, Zone 2 (southeast corner), No. 48 Xinhua East Street, Tongzhou District, Beijing

Online: banshi.beijing.gov.cn

3. Process

(1) Application acceptance: immediate acceptance

(2) Review and decision: Immediate

(3)Issuance and delivery: immediate issuance

4. Fees

Free of charge

5. Authority in charge

Beijing Municipal Administration for Market Regulation 

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1. Registration application documents and other application materials shall be submitted on white A4 paper, neatly filled out, and signed with a fountain or ballpoint pen in either black or blue ink. 2. Materials submitted on-site at service windows shall be originals unless otherwise specified. The submitted copies shall contain a statement verifying that they are identical to the originals and shall be signed by the applicant, the designated representative, or the jointly entrusted agent. 3. Where the applicant chooses the fully electronic registration procedure, qualification certificates, identity certificates, approval certificates, articles of association, resolutions, and other documents can be submitted as scanned originals (copies) via the fully electronic registration system, or in the formats specified by the registration service system. 4. If the materials being submitted in the application process require a signature but no signatory is specified, natural persons shall sign their own names personally. For legal persons and other institutions, the materials shall be signed by the legal representatives, persons in charge or authorized signatories, and stamped with official seals. People unable to sign in person shall submit a power of attorney with their in-person signatures to authorize another person to sign. The power of attorney should be submitted in the original, and the entrusted person shall cooperate with the registration authority for real-name authentication. 5. If submitted materials and notarized and certified documents are in foreign languages, they shall be immaculately translated into Chinese. The Chinese translations and the original documents in a foreign language shall be submitted at the same time, with an explicit expression that "This translation is accurate". The translation company shall affix its official seal (special seal for translation) on the translated copy or attach copies of the business license and other qualification certifications, and specify the translator and contact information. In the case of translation by a natural person, the natural person shall sign the translation, specify contact information and attach a copy of the corresponding translation qualification certificate or identity certificate of the translator. 6. During registration and recordation, applicants shall cooperate with registration authorities in the process of real-name authentication for relevant personnel via face authentication and other methods in the real-name authentication system. In cases where natural persons are unable to verify identity information through the real-name authentication system due to special reasons, the lawfully notarized identity documents can be submitted, or the natural persons can bring their identity documents to a service center for on-site processing.


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