Article 45 The new partner who has been admitted to the partnership shall have equal rights, and share equal liabilities with the original partners. Provided, however, if the partnership admission agreement provides otherwise, such provision shall prevail.

入伙的新合伙人对入伙前合伙企业的债务承担连带责任。

The new partner who has been admitted to the partnership shall be jointly and severally liable for the liabilities incurred by the partnership prior to his admission.

第四十六条合伙协议约定合伙企业的经营期限的，有下列情形之一时，合伙人可以退伙：

Article 46 Where the partnership agreement prescribes an operating term for the partnership, a partner may withdraw from the partnership in any of the following circumstances:

（一）合伙协议约定的退伙事由出现；

(i) A cause for withdrawal prescribed in the partnership agreement has occurred;

（二）经全体合伙人同意退伙；

(ii) The withdrawal is consented by all the partners;

（三）发生合伙人难于继续参加合伙企业的事由；

(iii) A cause has occurred which renders the partner's continued participation in the partnership difficult;

（四）其他合伙人严重违反合伙协议约定的义务。

(iv) Other partners have seriously breached their duties prescribed in the partnership agreement.

第四十七条  合伙协议未约定合伙企业的经营期限的，合伙人在不给合伙企业事务执行造成不利影响的情况下，可以退伙，但应当提前三十日通知其他合伙人。

Article 47 Where the partnership agreement does not prescribe an operating term for the partnership, a partner may withdraw from the partnership if such withdrawal will not adversely impact on the conduct of the partnership affairs, provided that the other partners shall be notified 30 days in advance.

第四十八条  合伙人违反前二条规定，擅自退伙的，应当赔偿由此给其他合伙人造成的损失。

Article 48 Where a partner withdraws from the partnership unilaterally in violation of the previous two articles, such partner shall compensate the other partners for the losses they have suffered as a result.

第四十九条 合伙人有下列情形之一的，当然退伙：

Article 49 In any of the following circumstances, it is mandatory that a partner withdraws from the partnership:

（一）死亡或者被依法宣告死亡；

(i) The partner is deceased or is adjudged to be deceased;

（二）被依法宣告为无民事行为能力人；

(ii) The partner is adjudged to be without capacity for civil act;

（三）个人丧失偿债能力；

(iii) The partner is personally insolvent;

（四）被人民法院强制执行在合伙企业中的全部财产份额。

(iv) All of the partner's share of property in the partnership has been attached by the People's Court;

前款规定的退伙以实际发生之日为退伙生效日。

The effective date of withdrawal from the partnership shall be the actual date of occurrence of any of the circumstances enumerated in the previous paragraph.

第五十条  合伙人有下列情形之一的，经其他合伙人一致同意，可以决议将其除名：

Article 50 Where a partner falls into any of the following categories, he may be expelled from the partnership by a resolution adopted after unanimous agreement is reached by the other partners:

（一）未履行出资义务；

(i) The partner fails to fulfill his obligations in respect of making capital contribution;

（二）因故意或者重大过失给合伙企业造成损失；

(ii) The partner has caused loss to the partnership due to his willful misconduct or gross negligence;

（三）执行合伙企业事务时有不正当行为；

(iii) The partner engages in improper conduct while conducting partnership affairs;

（四）合伙协议约定的其他事由。

(iv) Other causes specified in the partnership agreement.

对合伙人的除名决议应当书面通知被除名人。被除名人自接到除名通知之日起，除名生效，被除名人退伙。

The resolution to expel a partner shall be delivered to the partner in writing. The expulsion shall become effective as of the date of receipt of notice of expulsion, and the expelled partner shall withdraw from the partnership.

被除名人对除名决议有异议的，可以在接到除名通知之日起三十日内，向人民法院起诉。

Where the expelled partner objects to the resolution for expulsion, he may bring a suit to the People's Court within 30 days of the date of receipt of the notice of expulsion.

第五十一条  合伙人死亡或者被依法宣告死亡的，对该合伙人在合伙企业中的财产份额享有合法继承权的继承人，依照合伙协议的约定或者经全体合伙人同意，从继承开始之日起，即取得该合伙企业的合伙人资格。

Article 51 Where a partner is deceased or is adjudged to be deceased, the heir(s) who has the legal right of inheritance to the partner's share of property in the partnership, in accordance with the provision in the partnership agreement or with the consent of all partners, shall obtain the status of a partner in the partnership as of the date of inheritance.

合法继承人不愿意成为该合伙企业的合伙人的，合伙企业应退还其依法继承的财产份额。

Where the legal heir(s) does not intend to become a partner in the partnership, the partnership shall redeem the share of property in the partnership which is legally inherited by such heir(s).

合法继承人为未成年人的，经其他合伙人一致同意，可以在其未成年时由监护人代行其权利。

Where the legal heir(s) is a minor, with the consent of all the other partners, the guardian thereof may exercise his rights in his behalf during the period of his minority.

第五十二条  合伙人退伙的，其他合伙人应当与该退伙人按照退伙时的合伙企业的财产状况进行结算，退还退伙人的财产份额。

Article 52 Where a partner withdraws from the partnership, the other partners shall conduct settlement therewith in light of the conditions of the partnership property at the time of withdrawal, and redeem the withdrawing partner's share of the property.

退伙时有未了结的合伙企业事务的，待了结后进行结算。

Where there are pending pa

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