Who is Liable with Their Entire Assets?

According to the provisions of the 2014 Enterprise Law, an enterprise is an organization with a distinct name, assets, and transaction headquarters, registered for establishment under the law with the purpose of doing business.

In particular, Clause 1, Article 172 of the 2014 Enterprise Law stipulates:

"Article 172. Partnership Company

1. A partnership company is an enterprise in which:

a) There must be at least two members who are joint owners of the company, conducting business together under a common name (hereafter referred to as general partners). In addition to the general partners, the company may have additional capital-contributing members;

b) General partners must be individuals who are responsible for the company's obligations with all of their assets;

c) Capital-contributing members are only liable for the company's debts within the scope of their capital contributions to the company."

Thus: Based on the provisions cited above, it can be determined that in a partnership company:

- General partners must be responsible for the company's obligations with all of their assets;

- Capital-contributing members are only liable for the company's debts within the scope of their capital contributions to the company.

This means that capital-contributing members in a partnership company are not responsible for the company's obligations with all of their assets but are only liable for the company's debts within the scope of their capital contributions to the company.

According to Clause 1, Article 25 of the 2014 Enterprise Law, the company's charter must specify the rights and obligations of the general partners and the capital-contributing members of the partnership company.

However, the charter of the partnership company is only allowed to stipulate the rights and obligations of the members within the scope permitted by law, not prohibited and not contrary to legal provisions.

Therefore: The stipulation in your company's charter that capital-contributing members must be liable for the company's obligations with all of their assets is contrary to the law.

You should propose the company review and amend this provision to be in line with legal regulations. If the company does not amend or amends it improperly, you may contact the business registration authority where the company's headquarters is located to seek resolution.

The above is our advisory opinion regarding the issue you are inquiring about.

Regards!