Key practical points:
• Two types: general partnership (partners jointly liable) and limited partnership (limited partners liable up to their share).
• A written partnership agreement governs profit split, management and withdrawal.
• Limited partnerships are common in investment funds.
• Foreigners joining as partners may face foreign-investment restrictions by sector.
• A withdrawing partner may remain liable for debts arising during their membership.
🏢 Company setup
Partnership Enterprise Law · Yalla China
中华人民共和国合伙企业法 / Partnership Enterprise Law
Enacted: 1997-02-23 ✅ Effective: 2007-06-01
📝 Overview
A law governing general and limited partnerships, partners' liability, profits and withdrawal.
This is general information only, not legal advice. For your specific case, consult a licensed lawyer.
📜 The law text / key provisions
💬 Practical reading
💬 This is a general reading/opinion for orientation — not the official legal text nor legal advice.
If you enter a partnership, understand the difference: in a general partnership your liability can reach your personal assets; in a limited one it is capped at your share. Put a clear agreement in writing from the start, and check that your entry as a foreigner is allowed in that sector. General orientation, not legal advice.
📎 Official source
npc.gov.cn
🕒 Updated: 16 March 2026