An enterprise as a legal person refers to an economic organization with independent property stipulated by the state, a sound organization, articles of association and a fixed place, which can independently bear civil liabilities, enjoy civil rights and assume civil obligations. The advantage of establishing an enterprise legal person system is that enterprises with legal person conditions can obtain independent civil subject qualifications, truly become self-operated and self-financing commodity producers and operators, have independent personality in law, and have full capacity for rights and behavior like natural persons. The significance of this independent qualification of enterprise legal person lies in: first, it is independent from its own competent department, and the enterprise and the competent department are two completely equal subjects, not subordinate relations, and the two sides can only form civil legal relations according to the principles of reciprocity, compensation, voluntariness and mutual benefit; Second, it is independent from the members of the enterprise, that is, the enterprise legal person and the members who make up the enterprise legal person are separated from each other, and each of them independently participates in civil activities in its own name, enjoys rights and assumes obligations; Third, independent property rights enable enterprise legal persons to independently enjoy civil rights and undertake civil obligations; Fourth, independent property liability, that is, the civil liability of an enterprise as a legal person is borne independently by the enterprise's own property, and has nothing to do with the property of the members who make up the enterprise as a legal person.
The enterprise is a restructured joint-stock company.
Question 2: What is the difference between a non-independent legal person company and an independent legal person company? 10 Non-independent legal person company: refers to a company that has only obtained a business license without obtaining the Business License for Enterprise Legal Person issued by the administrative department for industry and commerce.
According to the Detailed Rules for the Implementation of the Provisional Regulations on Enterprise Income Tax in People's Republic of China (PRC), an independent accounting enterprise or organization shall pay taxes at its place of registration and business operation. For enterprises with multiple independent accounting branches in different regions, their profits and losses cannot offset each other, and they should pay taxes to the local tax authorities according to regulations.
Independent legal person company:
According to the Regulations on the Administration of the Registration of Enterprise Legal Persons, the Company Law and other relevant laws and regulations, after being registered by the administrative department for industry and commerce, the legal procedures for obtaining legal person status are completed. When carrying out activities, it is necessary to hold the Business License of Enterprise as a Legal Person issued by the administrative department for industry and commerce as a legal certificate of legal person qualification.
Question 3: Must an enterprise be a legal person? A legal person is relative to a natural person, which means that it has independent property and can be self-sufficient.
Participate in civil activities independently and in name. A society that acquires civil rights and assumes obligations for itself.
Will organize.
According to the provisions of Article 37 of the General Principles of the Civil Law, the conditions for the establishment of a legal person are mainly
There are the following four aspects:
1. A legal person must be established in accordance with the law, that is, it must comply with the law and be allowed by the law.
This recognition of the state is also allowed to be established. It includes two meanings: first, a legal person is not just a person.
Except in accordance with the law, it must be established in accordance with the prescribed legal procedures.
2. A legal person must have its own property. Legal persons must engage in various economic activities and cooperatives.
Will contact, must have a certain material basis as a guarantee, which is dominated by the wealth of legal persons.
Production.
3. A legal person must have a clear organization, name and place. Legal person is strict.
Organization is not a loose alliance or alliance, so there must be a clear organization machine.
Structure, rather than a loose union, so there must be a clear and organized organization,
Exercise the functions and powers of a legal person and engage in daily work; The name of a legal person is used to distinguish it from other legal persons.
Other records, some can show the subordinate relationship between the work object and the organization or unit or legal person.
The name exclusive right contract registered by itself, and the identification of the products produced under that name.
The obtained patent is not allowed to be fraudulently used by other organizations and is protected by national laws; Legal persons must also
It has a relatively fixed place, that is, the domicile, which is the location of the legal person organization. It shows that legal persons
The main place for economic activities, accordingly set up a bank account, perform the creditor's rights and debts, and make arrangements.
Litigation jurisdiction, etc.
4. Legal person must be able to bear civil liability independently, and legal person plays an important role in economic activities and society.
In activities, due to breach of contract, non-performance of debts, or infringement of social or other people's property.
Property and interests shall bear civil liability independently.
Among the above four conditions, a legal person must have the necessary property or funds and be able to bear it independently.
Civil liability is the most obvious and prominent feature of non-legal person. Moreover, the above four articles.
Both conditions are indispensable, and they can be met at the same time to become a legal person.
The four conditions stipulated in the general principles of civil law not only have clear requirements for the establishment of legal persons.
It has also become a reference for us to identify or judge whether a unit or economic organization is a legal person.
It provides a more accurate basis.
An enterprise as a legal person refers to an enterprise as a legal person registered in the administrative departments for industry and commerce at all levels in accordance with the Regulations on the Registration of Enterprise as a Legal Person in People's Republic of China (PRC) and the Regulations on the Registration of Companies in People's Republic of China (PRC).
Enterprise legal persons include:
(1) company;
(2) An unincorporated enterprise as a legal person.
An enterprise as a legal person refers to a social and economic organization that has the legal conditions such as the amount of funds, enterprise name, articles of association, organization and domicile, can independently bear civil liability, and has been approved and registered by the competent authority to obtain legal person status. Enterprise legal persons in China include enterprises owned by the whole people, collectively owned enterprises, domestic limited liability companies, joint-stock companies, Sino-foreign joint ventures, Sino-foreign cooperative enterprises and foreign-funded enterprises established in People's Republic of China (PRC).
An enterprise as a legal person has the following characteristics: (1) It meets the statutory requirements of an enterprise as a legal person and is established upon approval and registration; (two) economic organizations engaged in profit-making production and business activities; (3) independently bear civil liability.
An enterprise owned by the whole people as a legal person shall bear civil liability with the property authorized by the state to operate and manage. Collectively owned enterprises, legal persons and companies shall bear civil liability with the property owned by the enterprises. Chinese-foreign equity joint ventures, Chinese-foreign contractual joint ventures and foreign-capital enterprises as legal persons shall bear civil liability with the property owned by the enterprises.
The difference between a company and an enterprise:
A company is an enterprise legal person.
To put it simply: so the company must be a legal person.
An enterprise is not necessarily a legal person.
For example, although a subsidiary of a company is an enterprise, it does not have the qualification of a legal person, because it has no independent legal status, so it cannot be a legal person.
The company is a for-profit enterprise legal person established in accordance with the Company Law. An enterprise refers to an economic organization established according to law, with the purpose of making profits, engaged in business activities and independent accounting. Enterprises can be classified according to different standards. According to different organizational forms, enterprises can be divided into sole proprietorship, partnership and legal person enterprises. As can be seen from the definition of a company, a company is an enterprise. A company established in accordance with the Company Law has the qualification of a legal person and can independently bear civil liability; But also enterprises without legal personality, such as sole proprietorship and partnership, are all >>
Question 4: How to prove that an enterprise has independent legal personality? Business license or enterprise registration information can be used as evidence.
The more complete the information, the better. I'm just talking about the minimum standard of proof.
Question 5: What is an independent legal person? An independent legal entity may include
A state organs and legal persons of state organs shall be established with the approval of the people's congresses at all levels in accordance with the procedures for the establishment of institutions stipulated in the organic law; B. Industrial units and legal persons of public institutions have the certificate of legal person of public institutions as the legal certificate of legal person qualification according to the Provisional Regulations on the Administration of Registration of Public Institutions; C. According to the Regulations on the Administration of Registration of Social Organizations, a legal person of a social organization must have a certificate of legal person of a social organization if it is registered by the administrative organ of registration of social organizations; D an enterprise as a legal person has a business license for enterprise as a legal person issued by the administrative department for industry and commerce in accordance with the regulations on the administration of registration of enterprise as a legal person, the company law and other relevant laws and regulations.
A legal person refers to an organization that can independently carry out civil activities in its own name and bear civil liability independently with its own property. The legal person bears limited liability, that is, the legal person is only liable for the property owned in the name of the legal person. As a shareholder of a legal person enterprise, it is only limited to its capital contribution, and it is not necessary to bear the company's responsibility with all its property. There are mainly enterprise legal persons, public institutions legal persons and social organizations legal persons. As for enterprise legal persons, there are two main types: joint stock limited companies and limited liability companies.
Sole proprietorship enterprises and self-employed individuals do not have the legal person status, because sole proprietorship enterprises and self-employed individuals refer to profit-making organizations established with the contribution of personal property, and all the property of the enterprise is owned by individuals, who bear unlimited liability for all the debts of the enterprise. Because the individual must bear the responsibility for the enterprise with all his property, there is a strong integration between the investor and the enterprise, and the problem can be directly borne by the individual who contributes, so there is no need to distinguish the individual from the enterprise clearly.
For example, if an individual invests in a hotel, it will close down if it fails to operate, and all debts must be paid off by the individual who invests with all his property; If several people jointly contribute to the establishment of a hotel with the nature of a limited liability company, and losses occur, the shareholders only need to bear the responsibilities within the capital contribution, and do not have to bear the debts other than the capital contribution.
Question 6: Does the enterprise under establishment have independent legal personality? Usually not.
1. If a sole proprietorship enterprise or partnership enterprise is established, it will not be qualified as a legal person after its establishment. The civil subject is a "natural person" before and after its establishment.
2. Only established companies (limited liability companies or joint stock limited companies) have independent legal personality since their establishment. However, some institutions have independent legal personality on the date of application.
3. So "generally unavailable". In addition, the subsidiary of the company is an independent legal person, and the branch is not. You can read Lorraine's article on e-commerce.
Question 7: What is an independent legal person? An independent legal person refers to an economic organization that is legally registered in the industrial and commercial department and has an independent legal person business license. Theoretically speaking, the key to the qualification of an independent legal person lies in having independent capacity for civil conduct and being able to bear civil liability independently. Units with independent legal personality can include: a. State organs and legal persons of state organs were established with the approval of people's congresses at all levels in accordance with the establishment procedures stipulated in the Organic Law, and they do not need legal person certificates when performing their functions; B. Institutions and institutions as legal persons have completed the legal procedures for obtaining legal person status by registering or filing with the registration authority of institutions in accordance with the Provisional Regulations on the Administration of Registration of Institutions and other relevant laws and regulations. When carrying out activities, it is necessary to have a legal person certificate of a public institution as a legal proof of legal person qualification; C according to the regulations on the administration of registration of social organizations, social organizations as legal persons have been registered by the administrative organ of registration of social organizations and completed the legal procedures for obtaining legal person status. When carrying out activities, you need to have a social organization certificate as a legal proof of legal person qualification; D an enterprise as a legal person has been registered by the administrative department for industry and commerce in accordance with the regulations on the administration of registration of enterprise as a legal person, the company law and other relevant laws and regulations, and gone through the legal procedures for obtaining the legal person status. When carrying out activities, it is necessary to have the Business License of Enterprise as a legal person. Comparatively speaking, it is difficult for China's public institutions as legal persons to be equated with any foreign legal persons. If analyzed from the purpose, subject and scope of activities of legal persons, legal persons of public institutions are similar to foreign public legal persons or public welfare organizations. It is important to note that the subsidiaries of enterprise legal persons have independent legal personality; However, if it is only a branch, it does not have the qualification of an independent legal person. This should be strictly distinguished! The nature of the specific unit can be finally determined according to the business license of the enterprise as a legal person or the certificate of the institution as a legal person! Editor: Chen Jinkang
Question 8: Is the subsidiary an independent legal person? Paragraph 1 of Article 14 of China's Company Law stipulates: "A company may set up branches. The establishment of a branch company shall apply to the company registration authority for registration and obtain a business license. The branch does not have legal person status, and its civil liability shall be borne by the company. " In other words, the branch company cannot participate in civil litigation on its own and has no legal personality.
Question 9: Does the branch have independent legal personality? Paragraph 1 of Article 14 of China's Company Law stipulates: "A company may set up branches. The establishment of a branch company shall apply to the company registration authority for registration and obtain a business license. The branch does not have legal person status, and its civil liability shall be borne by the company. " In other words, the branch company cannot participate in civil litigation on its own and has no legal personality.
Question 10: Does the branch have independent legal personality? A branch has no independent legal personality, but is a branch of the company, but it can be the main body in civil litigation.