| Content： |
Chapter I General Provisions
Article 1
This Act is enacted for the purpose of increasing the diversity of business
associations and the flexibility of business operations by the introduction
of limited partnership as the most appropriate organizational type for
certain enterprises.
Article 2
The term "competent authority" as used in this Act means the Ministry of
Economics Affairs at the central government level and municipal governments
at the municipal level.
The central competent authority may delegate powers to subordinate agencies
or mandate or appoint other government agencies to handle the tasks set
forth in this Act.
Article 3
No limited partnership may be formed unless it has registered with the
central competent authority.
Article 4
As used in this Act:
1.“Limited partnership” means a for-profit juridical person organized
and registered under this Act.
2.“General partner” means a partner directly or indirectly responsible
for actual business operation of a limited partnership and shall be
jointly and severally liable when the assets of the limited partnership
are not sufficient to meet its liabilities.
3.“Limited partner” means a partner with liability limited to the amount
of his or her capital contribution under a limited partnership agreement.
4.“Responsible person of a limited partnership” means any of the general
partners of the limited partnership. Any managerial officer or liquidator
of the limited partnership who acts within the scope of such duties is also
a responsible person.
5.“Representative of a limited partnership” means a person appointed from
among the general partners to represent the limited partnership.
6.“Foreign limited partnership” means a for-profit limited partnership
formed under the laws of any foreign country or jurisdiction. A foreign
limited partnership shall have the same rights and obligations as a domestic
limited partnership unless otherwise provided by laws or regulations.
Article 5
A person who is under any of the following circumstances shall not act as
a representative, managerial person or liquidator of a limited partnership
or shall be discharged if has been appointed as such:
1.Having committed an offence as specified in the Statute for Prevention
of Organizational Crimes and subsequently adjudicated guilty by a final
judgment, and the time elapsed, after the execution has been postponed,
the sentence has been executed in part or fully executed, the probation
period has expired or a pardon has been granted, is less than five years;
2.Having committed an offence in terms of fraud, breach of trust or
embezzlement and subsequently punished with imprisonment for a term of
more than one year, and the time elapsed, after the execution has
been postponed,the sentence has been executed in part or fully executed,
the probation period has expired or a pardon has been granted, is less
than two years;
3.Having committed an offence in terms of corruption and subsequently
adjudicated guilty by a final judgment, and the time elapsed, after the
execution has been postponed, the sentence has been executed in part
or fully executed, the probation period has expired or a pardon has
been granted, is less than two years;
4.Having been adjudicated bankrupt or been granted by a court to
commence liquidation proceedings, and such person’s rights and privileges
has not been reinstated;
5.Having been sanctioned for unlawful use of credit instruments,
and the term of such sanction has not expired yet;
6.Having no or only limited legal capacity; or
7.Having been declared by a court to be under guardianship or
assistance,and the declaration has not been voided.
A person who is under any of the circumstances set forth in
each Subparagraph of the preceding Paragraph shall not be a general partner
of a limited partnership or shall be expelled if he or she has been such partner.
Article 6
A limited partnership shall be composed of at least one general partner
and one limited partner who agree to make capital contribution to the
partnership.
A juridical person may be a general partner provided that it shall designate
a natural person as its representative to exercise, on its behalf, the duties
of a general partner. Any restriction placed upon the power or authority of
the representative shall not be set up as a defense against any bona fide
third party.
Article 7
Each general or limited partner of a limited partnership shall have one vote
irrespective of the amount of his or her capital contribution; however, the
limited partnership agreement may prescribe that votes shall be allocated
to the partners in proportion to their contribution.
Article 8
A company may be a partner of a limited partnership without being subject
to the prohibition from being a partner of a partnership enterprise set
forth in Article 13 Paragraph 1 of the Company Act.
A company that has obtained an approval by its shareholders or a resolution
adopted by its shareholders' meeting in accordance with any of the following
provisions may be a general partner of a limited partnership:
1.In the case of an unlimited company or an unlimited company with limited
liability shareholders: a unanimous approval by the unlimited liability
shareholders;
2.In the case of a limited company: a unanimous approval by all shareholders;or
3.In the case of a company limited by shares: a resolution adopted by a majority
of the votes present at a shareholders' meeting attended by shareholders who
represent two-thirds or more of the outstanding shares.
If the total number of shares represented by the shareholders present at a
shareholders' meeting of a public company is less than the percentage required
in Subparagraph (3) of the preceding Paragraph, the resolution may be adopted by
two-third of the votes present at the meeting attended by shareholders who
represent a majority of the outstanding shares.
If the Articles of Incorporation requires a higher percentage of the total number
of shares represented by the shareholders present and/or the total number
of the voting rights for the approval than the requirements set forth
in the preceding Paragraph and Subparagraph (3) of Paragraph 2 of this Article,
such higher percentage shall prevail.
Any responsible person of a company who has violated the provisions
set forth in Paragraphs 1 to 3 of this Article shall be liable for the damages
incurred by the company therefrom.
Chapter II Registration
Article 9
An application for registration of forming a limited partnership or a branch
office of a foreign limited partnership in the territory of the Republic of China
shall contain the following applicable items and shall be filed with the central
competent authority along with the limited partnership agreement and other
evidential documents:
1.Name of the limited partnership or the foreign limited partnership branch office;
2.Business to be conducted;
3.Location of the limited partnership or the foreign limited partnership branch office;
4.Name, domicile or residence, capital contribution amount and liability type
of each partner;
5.Installment of capital contribution actually paid at formation and/or type(s)
of non-cash contribution;
6.Duration of the limited partnership;
7.Branch(s) of a domestic limited partnership;
8.Name of the limited partnership representative;
9.Name(s) of the managerial officer(s); and
10.Other items required by the central competent authority.
If a limited partnership has been adjudicated, by a final judgment, to have
submitted any forged or altered documents in filing an application for registration
of formation or other matters, the prosecutor’s office in this case shall notify
the central competent authority to cancel or to nullify such registration.
Regulations governing the registration set forth in Paragraph 1 of this Article,
including application procedures, deadlines, alteration, nullification, dissolution
and other governing rules, shall be prescribed by the central competent authority.
Article 10
A limited partnership may not conduct any business operations or juristic act
in the name of the limited partnership, unless the registration of formation
has been completed.
After completing the registration of formation, if the limited partnership fails to
register any item or alteration that should have been registered, such unregistered
information shall not be applicable as a defense against any third party.
Article 11
If any law or regulation provides that the business of a limited partnership requires
permission from the central authority in charge of the relevant end enterprises,
application to register the limited partnership shall be submitted only after receiving
the foregoing government permission document.
Where revocation or nullification of a business permit granted under the preceding Paragraph
becomes final, the government authority in charge of the relevant end-enterprise shall notify
the central competent authority to cancel or to nullify, in whole or in part, the registration
of the limited partnership.
Article 12
Where a limited partnership conducts business in violation of the governing laws and/or
regulations and is ordered, by a conclusive injunction, to closedown, the authority giving
such injunction shall notify the central authority to nullify, in whole or in part, the
registration of the limited partnership.
Article 13
The name of each limited partnership shall contain the words Limited Partnership.
No limited partnership may use a name identical with that of another limited partnership
or company. Where the names of two limited partnerships or the names of a limited partnership
and a company contain respectively any words that may distinguish the different categories of
business or any other identifying words, such names shall not be considered identical with
each other.
A limited partnership may conduct any business, provided that if the business requires
government permission, the partnership shall apply to register the business. Any category of
business to be conducted by a limited partnership shall, when making the registration thereof,
be identified with the Category Code applicable to the said business category as assigned in
the Table of Categories of Businesses by the central competent authority.
A limited partnership shall not use a name that tends to mislead the public to associate it
with the name of a government agency or a public welfare organization, or offends against
public order or decency.
Before proceeding to the registration of formation, a partnership shall first apply for
approval and reservation, for a specific period of time, of its name and the scope of its
business. Rules for review and approval of such application shall be prescribed by the
central competent authority.
Article 14
A partner may contribute cash, property, goodwill, service rendered or other interests
to the capital of the limited partnership, provided that the amount of the goodwill or
other interests contributed by any limited partner shall not exceed certain proportion
of the total capital contribution of the limited partnership.
The proportion set forth in the preceding Paragraph shall be prescribed by the central
competent authority.
Partners shall sign a limited partnership agreement to provide the specific amount of
the capital to be contributed by each partner. This agreement may also include the
installment of capital contribution and the methods, conditions, durations and etc. thereof.
If the amount of capital contribution or the number of partners applying for formation
or alteration registration of a limited partnership exceed the standards provided by
the central competent authority, unless such contribution is made by cash, the capital
contribution shall be audited by an independent certified public accountant; such limited
partnership shall attach an audit certificate from an independent certified public
accountant when applying for registration of formation or within 30 days after the
registration of formation.
Regulations governing the auditing set forth in the preceding Paragraphs shall be
prescribed by the central competent authority.
Article 15
The central competent authority may, ex officio or at the request of any interested
party, nullify the registration of a limited partnership under any of the following
circumstances:
1.Where the limited partnership fails to commence its business operation after
elapse of six months from the date of its formation registration, or after commencing
its business, the limited partnership has discontinued, at its own discretion,
its business operation for a period over six months, unless an extension registration
or a business discontinuation registration has been made appropriately.
2.Where the dissolved limited partnership fails to apply for dissolution registration
with the central competent authority;
3.Where a final judgment has adjudicated to prohibit the limited partnership from
using its name, the limited partnership fails to make a name change registration
after elapse of six months from the final judgment, and fails to make a name change
registration after the central competent authority has ordered the limited partnership
to do so within a given time limit.
4.Where the limited partnership fails to attach the audit certificate from an
independent certified public accountant within the time period prescribed
in Paragraph 3 of the preceding Article, provided that this shall not apply if
the limited partnership has attached such audit certificate before the central
competent authority nullifies the registration.
Article 16
If any apparent difficulty in the operation of a limited partnership or serious
damage thereto appears, upon an application from the partners, a court may order
the judicial dissolution of the limited partnership after soliciting the opinions
of the central competent authority and the central authority in charge of the
relevant end enterprises and notifying the limited partnership to make a defense.
A court shall notify the central competent authority to registered the dissolution
of a limited partnership after the judicial dissolution has been ordered.
Article 17
The responsible person of a limited partnership or any interested person may,
with reasons stated, apply for an access to inspect or make a copy of the limited
partnership registration records or documents on file, provided that the central
competent authority may deny such application or limit the information or data
to be inspected or copied by the applicant.
The following registered information of a limited partnership shall be made open
to the public by the central competent authority, and any person may apply to
the competent authority for an access thereto or for making copy thereof:
1.Name of the limited partnership;
2.Business to be conducted;
3.Location of the limited partnership;
4.Name of each general partner and capital contribution amount and liability type
of each partner;
5.Actual payment of the installment of capital contribution upon formation and/or
type(s) of non-cash contribution;
6.Duration of the limited partnership;
7.Branch(s) of a domestic limited partnership;
8.Name of the limited partnership responsible person;
9.Name(s) of the managerial officer(s); and
10.Agreed causes of dissolution.
Chapter III Operation
Article 18
A partner shall not retrieve all or part of his or her capital contribution unless
otherwise provided by the limited partnership agreement.
Even if the limited partnership agreement provides for such retrieval, a partner
shall not retrieve any of his or her capital contribution unless the limited partnership
has paid off its current debts or lodged the amount of the debts in court for its creditors.
A partner who retrieves his or her capital contribution in violation of the provisions
set forth in the preceding two Paragraphs shall be liable for the creditors of the
limited partnership to the extent of the amount retrieved.
Article 19
A partner of a limited partnership may transfer all or part of his or her capital
contribution to another person or persons in accordance with the limited partnership
agreement or with the unanimous consent of other partners.
Article 20
A limited partnership, unless otherwise provided by the limited partnership agreement,
shall elect a representative of the limited partnership from among the general partners
by a majority vote of all general partners.
If the representative of a limited partnership is unable to exercise his or her power
and authority for any reason, the representative shall designate one of the other general
partners to act on his or her behalf. In the absence of such a designation or upon a
vacancy of the representative position, a provisional representative shall be elected
from among the other general partners by a majority vote of such partners for performing
the duties temporarily.
Article 21
The business operation of a limited partnership, unless otherwise provided by the limited
partnership agreement, shall be conducted by a majority vote of all general partners.
Article 22
A responsible person of a limited partnership shall act loyally and shall exercise the
due care of a good administrator in conducting the business operations of the limited
partnership; if a responsible person has acted contrary to this provision, he or she
shall be liable for any damages sustained by the limited partnership therefrom.
If any responsible person of a limited partnership acts either on his or her own account
or on behalf of another in violation of the provisions set forth in the preceding Paragraph,
the other partners may, by a majority vote, deem any gains in such an act as the gains of
the limited partnership unless one year has lapsed since the realization of such gains.
Article 23
If any responsible person of a limited partnership has, in the course of conducting the
business operations of the limited partnership, violated any provision of the applicable
laws or regulations and thus caused damage to any other person, the responsible person
shall be liable, jointly and severally with the limited partnership, for the damage to
such other person.
Article 24
When the representative of a limited partnership, on his or her own account or on behalf
of another, buys or sells, borrows or lends, or does any act with conflict of interest
vis-a-vis the limited partnership, a substitute representative shall be elected from
among the other general partners by a majority vote of such general partners; if there is
only one general partner in the partnership, a substitute representative shall be elected
from among the limited partners by a majority vote of such limited partners.
Article 25
A responsible person of a limited partnership, unless otherwise provided by the limited
partnership agreement, shall not engage in the same business as that of the limited
partnership either on his or her own account or on behalf of another.
If any responsible person of a limited partnership violates the provisions of the
preceding Paragraph, all other partners may, by a majority vote, deem any gains from
such an act as the gains of the limited partnership unless one year has lapsed since
the realization of such gains.
Article 26
A limited partner, unless otherwise provided by Article 24 of this Act, shall not conduct
the business operation of nor represent the limited partnership.
A limited partner who has conducted or has expressed that he or she would conduct the
business operation of the limited partnership or has not denied any other person’s
expression that such limited partner conducts of the business operation of the limited
partnership, such limited partner shall be liable to any third party as a general partner
notwithstanding any agreement to the contrary.
The following conducts of a limited partner shall not be deemed as conducting the business
operation of the limited partnership as stated in Paragraph 1 of this Article:
1.The limited partnership has authorized the limited partner to be a provisional
representative for specific matters;
2.The limited partner only provides advice or recommendations for the business,
operation or transactions of the limited partnership; or
3.The limited partner acts as a guarantor of or provides a guaranty for the
limited partnership or its general partners.
Article 27
At the end of each fiscal year, the representative of a limited partnership shall
submit to all partners an annual business report, financial statements and a proposal
for earnings distribution or loss off-setting for the approval by two-thirds or more
of the partners.
A limited partnership agreement may, notwithstanding the provisions set forth in
the preceding Paragraph, specify a time other than the end of each fiscal year to
submit a proposal for earnings distribution or loss off-set.
If the total capital contributions of a limited partnership reaches the amount
specified by the central competent authority, its annual financial statements, prior
to the submission to the partners, shall be audited and certified by a certified public
accountant pursuant to the auditing and certification rules as prescribed by the central
competent authority.
Article 28
A limited partnership shall not make any distribution of earnings prior to the full
payment of its matured debts or when its assets are insufficient to pay off all debts
and all necessary expenses for withdrawal, dissolution and liquidation. If an earnings
distribution is made before the end of a fiscal year, the amount of corresponding taxes
shall be estimated and withheld in advance.
The earnings distribution of a limited partnership shall be allocated in the manner
provided in the limited partnership agreement. If the limited partnership agreement
does not so provide, the distribution shall be allocated in proportion to the contribution
of each partner.
If a limited partnership acts in violation of the provisions set forth in the preceding
two Paragraphs, the partners shall be liable for the creditors of the limited partnership
to the extent of the distribution amount they have received.
Article 29
A limited partner may, at the end of each fiscal year, inspect the financial statements,
the business operations and the property of a limited partnership, and if necessary,
a court may, at the request of a limited partner, allow such limited partner to conduct
such an inspection at any time, to which no responsible person of the limited partnership
shall evade, impede or refuse.
Article 30
The representative of a limited partnership shall make financial statements of past years
available at the location of the limited partnership for the access of creditors and partners
to inspect or make copies of such financial statements.
Article 31
The competent authority may, in conjunction with the authority in charge of the end enterprise
concerned, at any time or from time to time, send respective officials to inspect the
operation and financial conditions of a limited partnership, to which no responsible person
of the limited partnership shall evade, impede or refuse.
When sending officials to conduct the inspection under the preceding Paragraph, the competent
authority may, depending on need, appoint a certified public accountant, a lawyer or any other
professional personnel to assist in carrying out such inspection.
Article 32
No additional limited partner shall be admitted to the limited partnership without the consent
of all general partners unless otherwise provided by the limited partnership agreement;
additional general partners shall be admitted with the consent of all partners.
An additional general partner shall be liable for the liabilities of the limited partnership
incurred prior to his or her admission to the partnership.
Article 33
Withdrawal of a general partner shall take place if any of the following applies to the partner:
1.Death;
2.Adjudication of bankruptcy or being under guardianship or assistance, or a grant by a court
to commence liquidation
3.Compulsory execution of capital contribution by a court
4.Expulsion
In addition to the circumstances set forth in Article 5 Paragraph 2 of this Act, expulsion
under Subparagraph (4) of the preceding Paragraph shall apply if any of the following
conditions exist and two-third or more of the general partners have voted for the expulsion:
1.A violation of Article 22 Paragraph 1 or Article 25 Paragraph 1 of this Act is of a
severe nature.
2.A violation of Article 24 or dereliction of duty results in serious damage to the
interests of the limited partnership.
Article 34
Unless otherwise provided by Paragraph 1 of the preceding Article or by the limited
partnership agreement, a partner may withdraw from the partnership for any significant
reason for which he or she is not responsible, subject to the consent of the majority
of the remaining partners.
A general partner shall be liable for the liabilities of the limited partnership incurred
prior to his or her withdrawal from the partnership.
Article 35
A limited partnership shall be dissolved upon the occurrence of any of the following:
1.Any event of dissolution specified in the limited partnership agreement;
2.Expiration of the duration of the limited partnership;
3.Consent of all partners;
4.Bankruptcy of the limited partnership;
5.Insufficient number of partners.
Under the circumstances set forth in Subparagraphs (1) or (2) of the preceding Paragraph,
the limited partnership may, upon the unanimous consent of all partners, continue to carry
on its business.
Under the circumstance set forth in Subparagraph (5) of Paragraph 1 of this Article, the
limited partnership may, upon the unanimous consent of all remaining partners, continue
to carry on its business after admitting new general or limited partners.
Article 36
In case a limited partnership has been dissolved, or its registration has been cancelled
or nullified by the central competent authority, the limited partnership shall institute
the process of liquidation, except in the case of dissolution by bankruptcy.
Unless otherwise provided by the limited partnership agreement, all general partners shall
jointly wind up the affairs of the limited partnership. In case the dissolution is due to
the withdrawal of all general partners, a court shall appoint a liquidator or liquidators
upon application by any interested party.
With regard to the power to conduct the liquidation and represent the limited
partnership, Articles 20, 21 and 24 of this Act shall apply mutatis mutandis to the
liquidator of the limited partnership.
Unless otherwise provided in this Act, the liquidation provisions for unlimited companies
of the Company Act shall apply mutatis mutandis to a limited partnership.
Chapter IV Foreign Limited Partnership
Article 37
A foreign limited partnership may not transact business within the territory of the Republic
of China without completing the procedure for branch office registration.
Article 38
The provisions of the Company Act regarding the registration, operational funds, dissolution
and registration nullification of a foreign company branch office shall apply mutatis mutandis
to a foreign limited partnership branch office.
The liquidation of a foreign limited partnership branch office shall be undertaken by the
responsible person of the foreign limited partnership within the territory of the Republic
of China or the managerial officer of its branch office. Articles 381, 382 and the liquidation
provisions for unlimited companies of the Company Act shall apply mutatis mutandis to the
foreign limited partnership.
Chapter V Penal Provisions
Article 39
A person who conduct business operations or any juristic act in the name of the limited
partnership before completing the registration process will violate Article 10 Paragraph
1 of this Act and thereby shall be punished with imprisonment for a period of not more
than one year, detention, or in lieu thereof or in addition thereto a fine of not more
than NT$ 500,000 and shall assume on his own the civil liabilities arising therefrom. If
there are two or more violators, they shall be jointly and severally liable therefore. In
addition, the competent authority shall prohibit such violators from continuing to use
the name of the limited partnership.
Article 40
Any responsible person of a limited partnership who evades, impedes or refuses an
inspection conducted by the competent authorities under Article 31 Paragraph 1 of
this Act shall be imposed with a fine of not less than NT$ 50,000 but not more
than NT$ 250,000. For successive acts, the responsible person shall be imposed
successively in each case.
Article 41
Any responsible person of a limited partnership shall be imposed with a fine of
not less than NT$ 20,000 but not more than NT$ 100,000, if the limited partnership:
1.fails to apply for registration by the deadline in accordance with the rule
provided under Article 9 Paragraph 3 of this Act;
2.fails to submit the annual business report, the financial statements and the proposal
for earning distribution or loss off-setting to all partners for their approval in
accordance with Article 27 Paragraph 1 of this Act;
3.fails to have the annual financial statements audited and certified by a certified
public accountant in accordance with Article 27 Paragraph 3 of this Act; or
4.fails to make financial statements of past years available at the location of the
limited partnership in accordance with Article 30 of this Act.
Article 42
Any responsible person of a limited partnership who evades, impedes or refuses an
inspection conducted by any limited partner under Article 29 of this Act shall be
imposed with a fine of not less than NT$ 20,000 but not more than NT$ 100,000. For
successive acts, the responsible person shall be imposed successively in each case.
Chapter VI Supplemental Provisions
Article 43
Upon approving any application in accordance with this Act for pre-registration
enquiry regarding the name and business scope of a limited partnership, or for
registration, inspections, making copies, or requesting for certification of registered
information filed by the limited partnership, the competent authorities concerned shall
charge the applicant fees in accordance with rules governing the fee categories, fee rates
and other relevant matters to be determined by the central competent authority.
Article 44
This Act shall take effect from the date to be decided by the Executive Yuan. |