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Chapter Law Content

Title: Limited Partnership Act CH
Category: Ministry of Economic Affairs(經濟部)
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.