Article 64 of the Partnership Enterprise Law of People's Republic of China (PRC): A limited partner may contribute capital in cash, in kind, intellectual property rights, land use rights or other property rights. A limited partner may not contribute capital with labor services.
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When the partnership enterprise is liquidated, if all its assets are insufficient to pay off its debts, the partners shall bear the liability for repayment with the assets other than their capital contribution in the partnership enterprise according to the proportion agreed in the partnership agreement and the proportion of sharing losses not agreed in the partnership agreement. A partner shall be jointly and severally liable, and if the amount paid exceeds the amount he should bear, he shall have the right to recover from other partners.
After the dissolution of the partnership, the original partners shall still be jointly and severally liable for the debts of the partnership during its existence, but if the creditor fails to demand repayment from the debtor within five years, the liability shall be extinguished.
After the liquidation, a liquidation report shall be made, signed and sealed by all partners, and submitted to the enterprise registration authority within 15 days for cancellation of the partnership.
Baidu encyclopedia-partnership liquidation
People's Daily Online-Measures for the Administration of Partnership Enterprise Registration in People's Republic of China (PRC)