Regulations Governing the Application of Limited Partnership Registration 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.
中文原文 有限合夥登記申請辦法第6條
有限合夥登記事項有變更者,應檢具申請書,並視申請變更事項之類別,檢具下列文件,申請變更登記:
一、代表人變更:代表人之身分證明文件,並應附具普通合夥人之同意書或有限合夥契約書。
二、合夥人變更:合夥人之身分證明文件及合夥人之同意書、有限合夥契約書或其他依本法第三十三條第一項所定退夥事由之證明文件。
有限合夥人死亡者,得於取得遺產稅證明書或其他辦妥繼承之證明文件後十五日內,申請變更登記。
三、出資額變更:有限合夥契約書、出資額證明文件,普通合夥人以信用或其他利益出資者,應記載其占有限合夥出資總額之比例,並不得超過主管機關公告之一定比例。
出資額或合夥人人數達主管機關所定一定數額或人數者,除全數現金出資外,應於申請變更登記時,檢送會計師查核簽證之文件;免經會計師查核簽證者,其出資額證明文件準用會計師查核簽證有限合夥登記出資額辦法第三條至第八條規定之文件,必要時,並得參考專家意見。
四、所在地變更:所在地之建物所有權人所有權狀,所有權人非有限合夥者,應附具所有權人同意書。
建物所有權狀得以建物謄本、房屋稅籍證明、最近一期房屋稅單或其他得證明建物所有權人之文件代之;所有權人同意書得以有限合夥與所有權人簽訂之租賃契約代之,並應附合夥人之同意書或有限合夥契約書。
五、出資額轉讓:轉讓契約書,並應附合夥人之同意書或有限合夥契約書。
六、有限合夥名稱、所營業務及其他變更事項之登記:變更事項之證明文件,並應附合夥人之同意書或有限合夥契約書。

English translation for reference only; the Chinese text prevails. Not legal advice.