A limited liability company, referred to as a limited liability company for short, refers to an economic organization registered in accordance with the Regulations of the People's Republic of China on the Administration of Company Registration and established with the contribution of less than 50 shareholders. Each shareholder shall bear limited liability to the company to the extent of the subscribed capital contribution, and the company as a legal person shall bear full liability for the company's debts with all its assets. Limited liability companies include wholly state-owned companies and other limited liability companies.
2. Who will bear the debt after the company goes bankrupt? The company is an enterprise legal person, with independent legal person property and legal person property rights. The company is liable for its debts with all its property.
Shareholders of a limited liability company shall be liable to the company to the extent of their subscribed capital contribution.
Shareholders of a joint stock limited company shall be liable to the company to the extent of the shares subscribed by them.
Third, the difference between a sole proprietorship enterprise and a limited liability company (I) a sole proprietorship enterprise
1. There are two ways for a sole proprietorship enterprise to pay taxes:
(1) Approve collection;
(2) Audit collection. The key is to make good use of relevant preferential policies to achieve the effect of tax reduction and exemption.
2. A sole proprietorship enterprise, that is, an enterprise that the media usually calls "one yuan is the boss", is operated by a sole proprietorship, and investors have absolute decision-making power over any business of the enterprise. Not a legal person, you need to bear unlimited liability. The Measures for the Administration of the Registration of Solely Owned Enterprises stipulates that the words "limited", "limited liability" and "company" shall not be used in the name of a sole proprietorship enterprise. This reminds investors that it is not difficult to set up a sole proprietorship enterprise, but it bears great operational responsibility. If the enterprise is poorly managed and insolvent, the consequences will not only be bankruptcy of the enterprise, but also "ruin" of the family. This requires investors to make full preparations, grasp market rules, guard against risks and operate cautiously.
3. Advantages:
(1) The registration procedure is simple and the cost is low. The registration procedure of a sole proprietorship enterprise is simple, it is easier to obtain relevant registration documents, and the cost is relatively low.
(2) freedom of decision-making. All the affairs of the enterprise are decided by investors, and there is no need to hold a meeting to study and explain to the board of directors and shareholders' meeting. As the saying goes, the boss can adjust his business direction at any time according to market changes.
(3) The tax burden is light. Because enterprises are owned by individuals and their income is personal income, only enterprise income tax is levied and personal income tax is exempted.
(4) The registered capital is optional. There is no provision for registered capital in the Law on Sole proprietorship Enterprises. The extreme view is that a dollar can be a boss.
4. Disadvantages:
(1) The credit standing is low and financing is difficult. Due to the lack of registered capital, enterprises have poor ability to resist risks, and it is not easy to obtain bank credit and provide personal credit.
(2) Unlimited liability. Once operating losses, in addition to the company's own property to pay off debts, personal property can not be spared, increasing investment risks.
(3) Lack of finance and enterprise management. This is a big problem for sole proprietorship enterprises.
(2) Limited liability companies
1. The responsibility of a limited liability company is a limited liability system. The shareholders of a limited liability company may be two or more and fifty or one-person limited liability company. Of course, the shareholders here can be natural persons or legal persons. There are two ways for companies to pay taxes:
(1) Approve collection;
(2) Audit collection.
2. One-person limited liability company is easy to set up. Because it is established by itself, there is no need to find other partners and worry about cooperation. You can set it whenever you want. The registered capital is required to be more than RMB100000 (the capital contribution must be paid in full at one time). Secondly, the management is convenient and the management cost is low. Because there is only one shareholder, the company's affairs shareholders can make their own decisions, unlike other companies that need shareholders' meeting, board of directors and board of supervisors, which saves costs. It is easy to be completely controlled by shareholders, and the company's property is used for private purposes, which harms the interests of creditors. Therefore, the law has made special provisions on one-person companies and strictly regulated them. The number of one-person companies established by natural persons is limited. A natural person can only invest to set up a one-person company. Of course, this is only for natural persons, and there is no limit to the number of companies in which legal persons set up one-person companies. In addition, a one-man company established by a natural person can no longer invest abroad to establish a new one-man company. A one-man company should prepare financial and accounting reports at the end of each fiscal year, and it must be audited by an accounting firm, which is a mandatory requirement for a one-man company.
3. The minimum registered capital of a limited liability company is RMB 30,000, which can be paid in installments. If a limited liability company wants to set up a shareholders' meeting, it can decide whether to set up a board of directors or a board of supervisors according to its own business model. The company's business strategy is decided by the company's shareholders' meeting, which is the highest authority of the company.