| Legislative： |
1.Promulgated on December 1, 2015 |
| Content： |
Article 1
These Regulations are prescribed pursuant to Paragraph 3, Article 9
of the Limited Partnership Act (hereinafter referred to as the Act).
Article 2
The applicant may prepare the limited partnership registration
application and required documents in the form of electronic documents
prefixed with the authorized electronic signature via the internet
circumstances in the applicable website.
The electronic signature required in the preceding paragraph shall
be prefixed to the document using the industrial commerce identification
card issued by the Ministry of Economic Affairs Certificate Authority (MOEACA),
if the applicant is a limited partnership or a company; or using
the natural person identification card issued by the Ministry
of Interior Certification Authority (MOICA), if the applicant is a natural person.
Article 3
If the scope of a limited patnership is permitted by the competent
authority in charge of its business in accordance with laws or regulations,
the applicant shall submit the permission from the e competent authority
in charge of its business in applying for various registrations of
the limited partnership.
Article 4
In applying for the registration of a limited partnership, the application
together with a complete set of the documents as required shall be filed
with the competent authority by the representative of the limited
partnership. In the case the application is filed by a proxy, a power
of attorney shall be attached.
Article 5
In applying for registration of forming a limited partnership,
the applicant shall submit the following documents:
1. The application form;
2. The limited partnership agreement;
3. The identification documents of general partners and limited partners
or the document proving the identity of any juristic person; in the case
of a company being a general partner, the document proving such approval
of the shareholders or such resolution adopted at the shareholders’
meeting as required in Article 8 of the Act;
4. For the limited partnership representative, the written consent of
general partners for the elected representative;
5. The document proving the capital contribution; in the case that
a general partner contributes goodwill or other interests to the capital,
the ratio of the contribution to the capital of the limited partnership
shall be indicated, and the amount of the goodwill or interests contributed
shall not exceed a certain percentage announced by the competent
authority. If the amount of capital contribution or the number of
partners equals to or exceeds the standards provided by the competent
authority, unless such contribution is made by cash, the capital
contribution shall be audited by an independent certified public
accountant; the limited partnership shall attach an audit certificate
from the independent certified public accountant when applying for
registration of formation or within 30 days after the registration
of formation. If the audit by a certified public accountant is
not required, the provisions set out from Article 3 to Article 8 of
the Regulations Governing Independent Certified Public Accountant Auditing
the Registered Capital Amount of Limited Partnership shall apply mutatis
mutandis to the documents proving capital contributions; if necessary,
experts may be consulted.
6. The ownership certificate and the written consent of the owner of
the building where the limited partnership is located shall be
submitted. The ownership certificate of the building can be substituted
by the transcript of the building, the tax registration certificate of
the building, the most recent building tax statement or other documents
which can prove the owner of the building. The written consent of
the owner can be substituted by the lease agreement entered into
between the limited partnership and the owner.
Article 6
For any change in the particulars registered with respect to
a limited partnership, an application for alteration registration
shall be filed by submitting a completed application form and the
following documents based on the change of the particular:
1. Change of the representative: The identification document of
the representative, together with either the written consents of
general partners or the limited partnership agreement,
shall be submitted.
2. Change of a partner: The identification document and the written
consent of the partner, the limited partnership agreement or
the document proving the causes of withdrawal provided
in Paragraph 1, Article 33 of the Act shall be submitted. In the case
of the death of a limited partner, an application for alteration
registration shall be filed within 15 days after receipt of the
estate tax certificate or any other document proving the completion
of succession matters.
3. Change of a capital contribution: The limited partnership agreement
and the document proving the capital contribution shall be
submitted. In the case that a general partner contributes goodwill
or other interests to the capital, the ratio of the contribution to
the capital of the limited partnership shall be indicated, and the
amount of the goodwill or interests contributed shall not exceed
a certain percentage announced by the competent authority. If the
amount of capital contribution or the number of partners equals to
or exceeds the standards provided by the competent authority, unless
such contribution is made by cash, the capital contribution shall be
audited by an independent certified public accountant; the limited
partnership shall attach an audit certificate from the independent
certified public accountant when applying for alteration
registration. If the audit by a certified public accountant is not
required, the provisions set out from Article 3 to Article 8 of
the Regulations Governing Independent Certified Public Accountant Auditing
the Registered Capital Amount of Limited Partnership shall apply
mutatis mutandis to the documents proving capital contributions;
if necessary, experts may be consulted.
4. Change of the location: The ownership certificate of the owner of
the building where the limited partnership is located shall
be submitted. In the case that the owner is not the limited
partnership, the written consent of the owner shall
be attached. The ownership certificate of the building can
be substituted by the transcript of the building, the tax registration
certificate of the building, the most recent building tax statement
or other documents which can prove the owner of
the building. The written consent of the owner can be substituted
by the lease agreement entered into between the limited partnership
and the owner. The written consents of the partners or the limited
partnership agreement shall also be attached.
5. Transfer of capital contributions: The transfer agreement shall
be submitted. The written consents of the partners or the limited
partnership agreement shall also be attached.
6. Change of the name of a limited partnership, scope of businesses
or other amendments to registration: The certificate of the amendment
shall be submitted. The written consents of the partners or
the limited partnership agreement shall also be attached.
Article 7
When a limited partnership suspends its business, it shall apply
for suspension registration by submitting a completed application
form and the written consents of general partners to
the competent authority.
The provisions set out in the preceding paragraph shall apply mutatis
mutandis to the limited partnership completing resumption registration.
In the case that a limited partnership fails to commence its
business operation within six months after having completed the
registration of the limited partnership, an application shall
be filed for extension of business commencement date by submitting
a completed application form to the competent authority
within the foregoing time limit.
Article 8
When a limited partnership dissolves, it shall apply for
dissolution registration by submitting to the competent authority
a completed application form and the document proving the causes
of dissolution provided in Paragraph 1, Article 35 of the Act
Article 9
In the case of appointment or dismissal of a managerial officer,
the limited partnership shall apply for registration of appointment,
dismissal or change of the managerial officer by submitting
the following documents to the competent authority:
1. The application form;
2. Documents proving the appointment or dismissal of
a managerial officer; and
3. The identification document of the managerial officer.
Article 10
For registration of forming a branch office, the limited
partnership shall submit to the competent authority
the following documents:
1. The application form;
2. The document proving the appointment of the managerial officer
of the branch office, and the identification document of
the managerial officer;
3. The ownership certificate of the building where the branch office
is located; in the case that the owner is not the limited partnership,
the written consent of the owner shall be attached. The ownership
certificate of the building can be substituted by the transcript of
the building, the tax registration certificate of the building,
the most recent building tax statement or other documents which can
prove the owner of the building. The written consent of the owner
can be substituted by the lease agreement entered into between
the limited partnership and the owner.
In the case of any change in the particulars registered with
respect to a branch office, the limited partnership shall apply
for amendment to the registration by submitting the following
documents to the competent authority:
1. The application form; and
2. The document proving the change, and the written
consents of partners.
When a branch office of a limited partnership terminates
its business, the limited partnership shall apply for
registration of branch office nullification by submitting
to the competent authority a completed application form and
the written consents of partners.
Article 11
For registration of a foreign limited partnership branch office,
the responsible person in the territory of the Republic of China
shall apply for the registration by submitting to the competent
authority a completed application form together with a complete
set of documents as required. In the case the application is
filed by a proxy, a power of attorney shall be attached.
Article 12
In applying for registration of forming a branch office
in the territory of the Republic of China, a foreign limited
partnership shall submit the following documents
to the competent authority:
1. The application form;
2. The document proving the status of the foreign limited partnership;
3. The letter of appointment and the identification document of
the responsible person who is in the territory of the Republic
of China and authorized by the foreign limited partnership;
4. The letter of appointment and the identification document of
the managerial officer who is in the territory of the Republic of
China and authorized by the foreign limited partnership;
5. The document proving the operational funds deposited
in the territory of the Republic of China; and
6. The ownership certificate and the written consent of
the owner of the building where the branch office is located
shall be submitted. The ownership certificate of the building
can be substituted by the transcript of the building,
the tax registration certificate of the building, the most recent
building tax statement or other documents which can prove the owner
of the building. The written consent of the owner can be substituted
by the lease agreement entered into between the limited partnership
or its branch office and the owner.
The documents stated in Subparagraphs 1, 4 and 6 of the preceding
paragraph shall be attached to the application filed by a foreign
limited partnership for registration of forming a branch office
in the territory of the Republic of China.
In the case of change in the particulars of registration of
a limited partnership branch office located in the territory of
the Republic of China, the foreign limited partnership shall apply
for registration of the change by submitting the following documents:
1. The application form; and
2. The document proving the change.
If the audit by a certified public accountant for a foreign
limited partnership’s operational funds deposited in the territory
of the Republic of China is not required, the provisions set out
in Article 16 of the Regulations Governing Independent Certified
Public Accountant Auditing the Registered Capital Amount of Limited
Partnership shall apply mutatis mutandis to the documents proving
its operational funds deposited in the territory of the Republic
of China; if necessary, experts may be consulted.
When a branch office of a foreign limited partnership located
in the territory of the Republic of China terminates its business,
the foreign limited partnership shall apply for the registration of
branch office nullification by submitting to the competent authority
a completed application form and the written consent of the foreign
limited partnership or other supporting documents. If all branch offices
located in the Republic of China terminate their businesses,
an application for dissolution registration shall be filed.
Article 13
In the case of any change of the location of the limited partnership
or the address of the responsible person or any partner of
the limited partnership due to rezoning of administrative districts
or reassignment of door numbers, an application, together with
the documents proving such rezoning or reassignment, shall be filed
for registration of the change.
Article 14
Application for correction shall be filed only for correction of
errors or omissions in words in the particulars of registration; if the
correction involves the contents of registration, an application for
amendment to registration shall be filed.
Article 15
The documents to be submitted in accordance with these Regulations
may be photocopied, except for the application form and the certified
public accountant’s audit report, both of which are required
to be original. If deemed necessary, the competent authority may
request the applicant to submit original copies.
In the case that any document required by these Regulations is
written in foreign language, the foreign document shall be certified,
notarized or authenticated and shall submitted together
with its Chinese translation.
Article 16
As for the deadline for various registrations prescribed
in these Regulations, the application for such registration shall
be filed within 15 days from the day when the matter occurs.
Article 17
These Regulations shall take effect from November 30, 2015. |