The essential difference between the new "Partnership Enterprise Law" and the new "Company Law" is that all the partners of a partnership enterprise bear unlimited joint and several liabilities for the partnership debts. Shareholders of the company shall be liable to the company within the limit of their capital contribution, and the company shall be liable to the company's debts with all its assets (shareholders of the company shall be jointly and severally liable for the company's debts if they abuse the independent status of the company as a legal person and the shareholders' limited liability to evade debts and seriously damage the interests of the company's creditors).
1. A partnership is a contractual enterprise and a limited company is an equity enterprise.
According to the provisions of China's Partnership Enterprise Law, a partnership enterprise is an enterprise in which all partners enter into a partnership agreement according to law, * * * jointly contribute capital, operate in partnership, * * * enjoy benefits, * * * bear risks and assume unlimited joint and several liabilities. Partnership agreement is the basis for partners to enjoy rights and assume obligations. The mode, amount and duration of capital contribution by partners, the way of sharing profits and losses by partners, and the execution, dissolution and liquidation of partnership affairs shall be carried out in accordance with the partnership agreement concluded according to law. According to the Company Law, the shareholders of a limited company are responsible for the company according to the proportion of their capital contribution, and enjoy the owner's right to benefit from assets, make major decisions and choose managers according to the capital invested in the company.
2. The most important difference between a partnership and a company is that it does not have the legal person status, but a limited company has the legal person status.
This difference has two meanings. First, it shows that a partnership has a relatively independent personality, and a limited company has an absolutely independent personality. Secondly, it shows that the property of the partnership is only relatively independent, and the property of the limited company is absolutely independent.
A partnership enterprise is established by independent partners according to the partnership agreement and has the nature of partnership. A partnership has only a relatively independent personality. As an independent subject, he can own property in his own name, participate in litigation and enjoy other rights. However, in terms of debt liability, partners and partnerships are joint and several. Partners shall be jointly and severally liable for the debts of the enterprise, and each partner may enjoy rights and assume obligations on behalf of other partners. Even if they have an agreement on the proportion of debt liability internally, they can't fight against the unlimited joint and several liability externally.
3. The difference between partnership and limited company in taking responsibility is closely related to the difference of their property rights structure.
The property right structure of a partnership is unitary, while that of a company is dualistic. The property of the partnership enterprise is not owned by the partnership organization independently, but by the partners, so the partners and the partnership enterprise bear joint and several liabilities.
4. There are obvious differences between a partnership enterprise and a company in the ways of establishment, business structure, withdrawal and transfer of investment, and the existence and dissolution of the enterprise.
To sum up, Bian Xiao sorted out the relevant contents about the differences between partnership enterprises and corporate enterprises. It can be seen that the difference between the partnership enterprise law and the company law is reflected in the legal person qualification, the specific form and management structure of the enterprise. If you have more questions in this regard, provide professional legal consulting services.