What laws do you need to know to start a limited liability company?

A sole proprietorship enterprise is a business entity established in accordance with the sole proprietorship enterprise law. It is invested by a natural person, and the property belongs to the investor. The investor shall bear unlimited liability for the debts of the enterprise with his personal property. As a natural person enterprise, investors are jointly and severally liable for the business risks of the enterprise. In other words, an independent enterprise is not an enterprise legal person at all, let alone a company legal person. Characteristics of a sole proprietorship enterprise (1) The investor of a sole proprietorship enterprise is a natural person. The natural person shall have full capacity for civil conduct and shall not be a person prohibited from engaging in profit-making activities by laws and administrative regulations. (2) The property of a sole proprietorship enterprise belongs to individual investors. The enterprise property here includes not only the initial property invested by investors when the enterprise is established, but also the property accumulated during the existence of the enterprise. The investor is the sole legal owner of the property of a sole proprietorship enterprise. (3) Investors shall bear unlimited liability for corporate debts with their personal property. This is an important feature of a sole proprietorship enterprise. That is to say, when the registered capital contribution of the investor is insufficient to pay off the debts incurred by the sole proprietorship enterprise, the investor must pay off the debts with his personal property or even family property. (4) A sole proprietorship enterprise does not have legal person status. Although a sole proprietorship enterprise can have a brand name and can be used externally, it is only a special form of natural person's business activities and belongs to the category of natural person enterprises. Partnership is a kind of enterprise form between limited liability company and sole proprietorship enterprise. When entrepreneurs feel that the sole proprietorship is slow in financing and takes up a lot of funds, they can use this method to solve the contradiction. Partners participating in a partnership can be natural persons or legal persons, and their contributions can be capital, equipment, skills, places, credit and even labor, which can be converted into shares. The assets of a partnership may be owned by the investor or jointly owned by the partners, but the profits and benefits brought by the partnership shall be owned by the partners. Partners may conclude an agreement to clarify their respective rights and obligations in the enterprise and the provisions of various matters, and then apply for it, and after being approved by the relevant departments, they will start to operate as they are. Entrepreneurs can solve the problems of factory building, production technology, industry reputation and marketing channels. Partners are jointly and severally liable for the debts of the enterprise according to the proportion of capital contribution, and are easy to unite in the early stage of starting a business. To establish a partnership enterprise, the following conditions shall be met: ① There are two or more partnership enterprises, all of which bear unlimited liability in law; (2) Having a written partnership agreement; (3) The amount of capital contribution actually paid by each partner; (4) Having the name of the partnership enterprise; (5) Having business premises and necessary conditions for engaging in partnership operation. Limited liability company, also known as "limited company". It refers to an enterprise legal person whose capital contribution is made by less than 50 shareholders, and each shareholder bears limited liability to the company with the amount of capital contribution subscribed, and the company bears liability for its debts with all its assets. To register a limited liability company, the following conditions shall be met: 1. Shareholders meet the quorum. Quorum refers to the legal qualifications and limited number of people. Legal qualification refers to the qualification as a shareholder stipulated by national laws, regulations and policies. The quorum is the number of shareholders of a registered limited liability company as stipulated in the Company Law. The company law limits the number of shareholders of a limited liability company to two or more and fifty or less. A one-person limited liability company is a shareholder. 2. Shareholders' capital contribution reaches the minimum statutory capital. The company must have enough funds to operate normally. Without the contribution of shareholders, the company cannot be established. The total capital contribution of shareholders must reach the minimum amount of statutory capital. That is: (1) 500,000 yuan for companies mainly engaged in production and operation; (2) 500,000 yuan for companies mainly engaged in commodity wholesale; (3) 300,000 yuan for companies mainly engaged in commercial retail; (4) Technology development, consulting and service company100,000 yuan. If the minimum registered capital of a limited liability company in a specific industry needs to be higher than that specified in the preceding paragraph, it shall be stipulated separately by laws and administrative regulations (for example, the auction industry needs at least 6,543.8+0,000 yuan of registered capital). Shareholders can contribute capital in cash, in kind, industrial property rights, non-patented technology and land use rights. The amount of investment with industrial property rights and non-patented technology at a fixed price shall not exceed 20% of the registered capital of a limited liability company, unless the state has special provisions on the adoption of high-tech achievements. The notice of the Ministry of Science and Technology and the State Administration for Industry and Commerce (Guo Kefa Zheng Zi [1997] No.326) stipulates that the total amount of a limited liability company investing in high-tech achievements may exceed 20% of the company's registered capital, but shall not exceed 35%. If the investment exceeds 20% of the registered capital of the company, it must be reported to the Provincial Science and Technology Department. 3. Shareholders * * * jointly formulate the Articles of Association. Formulating the articles of association of a limited liability company is an important link in the establishment of the company. The Articles of Association is formulated by all investors on the basis of voluntary consultation. With the consent of all investors, shareholders shall sign and seal the articles of association. 4. Have a company name and establish an organization that meets the requirements of a limited liability company. To establish a limited liability company, in addition to the general provisions on the name of an enterprise as a legal person, it is also necessary to indicate "limited liability company" or "joint stock limited company" in the company name. The establishment of an organization that meets the requirements of a limited liability company means that the composition, formation and authority of the organization of a limited liability company meet the requirements stipulated in the Company Law. The organizational structure of a company generally refers to the shareholders' meeting, the board of directors, the board of supervisors, the manager or the shareholders' meeting, the executive director, one or two supervisors and the manager. There are many shareholders, the former is suitable for larger companies, and the latter is suitable for smaller companies. 5. Having a fixed production and business operation place and necessary production and business operation conditions. According to the new Company Law, which came into effect on June 5438+1 October 1, 2006, a limited liability company has the following legal characteristics: (1) A limited liability company is an enterprise legal person, and shareholders are liable for the company with their capital contributions, and the company is liable for its debts with all its assets. (2) The number of shareholders of a limited liability company is strictly limited. The regulations on the number of shareholders of limited liability companies vary from country to country. China's "Company Law" stipulates that the number of shareholders is more than 2 and less than 50. (3) Limited liability company is a joint venture company, but at the same time there are strong human factors. The company has a limited number of shareholders, who generally know each other and have a certain degree of trust, and its share transfer is restricted. The transfer of shares to people other than shareholders must be agreed by more than half of the other shareholders. (4) Limited liability companies cannot publicly raise company capital and issue shares. Intransitive verb >:< An enterprise legal person that stipulates that the registered capital of a joint stock limited company is all composed of equal shares, raises capital by issuing shares (or warrants), and the company assumes limited liability for the company's debts with all its assets. Its main features are: the total capital of the company is divided into equal shares; Shareholders shall bear limited liability to the company with their subscribed shares, and the company shall bear liability for the company's debts with all its assets; One vote per share, shareholders enjoy rights and assume obligations with their shares. In essence, a company limited by shares is just a special limited liability company. Due to the law, a limited liability company can only have less than 50 shareholders, which limits the company's ability to raise funds. On the other hand, a joint stock limited company overcomes this shortcoming, and decomposes the registered capital of the whole company into shares with small face value (usually RMB 1 yuan, but there are exceptions: in 2000, Li Ka-shing bought shares issued by an unknown company for a total price of HK$ 6,543,800+0,500, thus increasing the total number of shares held by the company to 5), which can attract a large number of investors, especially small investors. Due to the characteristics of a joint stock company, it is different from a limited liability company in organization and management. 1. Registered capital: also refers to the registered paid-in capital, with a minimum amount of 5 million yuan; 2. Authority: shareholders' meeting, composed of all shareholders. Each share of a shareholder has one vote. It is worth noting that the Company Law stipulates that the resolution of the shareholders' meeting must be passed by more than half of the voting rights held by the shareholders present at the meeting or more than 65,438+0/2. In the case of China, a large number of investors who aim at speculation simply don't care about the specific operation of the enterprise, let alone pay for the shareholders' meeting, which creates conditions for the major shareholders to manipulate the voting; Another difference is that shareholders of a joint stock limited company can freely transfer their shares without the consent of others; Third, the board of directors and managers: this is basically the same as a limited liability company; The chairman is the legal representative of the company, and the manager is responsible for the operation and management of the company; At the same time, the directors shall be responsible for the resolutions of the board of directors. If the resolution of the board of directors violates laws, administrative regulations or the articles of association of the company, causing serious losses to the company, the directors participating in the resolution shall be liable for compensation to the company. For listed companies, it is also necessary to hire independent external directors. Limited by Share Ltd has the following characteristics: (1) Limited by Share Ltd is an independent Economic legal; (2) The number of shareholders of a joint stock limited company shall not be less than the quorum. For example, according to French regulations, the number of shareholders should be at least 7; (3) The shareholders of a joint stock limited company shall bear limited liability for the debts of the company, and the liability limit shall be the number of shares payable by the shareholders; (4) All the capital of a joint stock limited company is divided into equal shares, and funds are raised through public offering. Anyone can become a shareholder of the company after paying the shares, and there is no qualification restriction; (5) The shares of the company can be freely transferred, but they cannot be withdrawn; (6) The company's accounts must be made public so that investors can know about the company and make choices; (7) There are strict legal procedures for the establishment and dissolution of the company, and the procedures are complicated.