1, the legal basis for the establishment is different: a partnership agreement based on the unanimous will of all partners is binding on the conclusion of the partnership agreement; The company is based on the articles of association;
2. The requirements of investors are different: based on the principle of unlimited joint liability and "human cooperation", partners should be natural persons; The company has no restrictions in this respect;
3. Different legal status: the partnership enterprise does not have legal person status, and the property of the partnership enterprise is generally owned by all partners; A company has an independent legal personality, which is different from the property of shareholders.
4. Different property relations: the partnership only emphasizes the relative independence of the property, and the enterprise property is related to the partner's property, without emphasizing the integrity and accuracy of the property; The company emphasizes the property right of independent legal person, and the company property must be strictly separated from the shareholder property, and the company property should be complete and independent.
5. Different modes of operation: generally, the partnership affairs of the partnership enterprise can be carried out according to the partnership agreement or decided by all partners, or one or more partners can be entrusted to carry out the partnership affairs on behalf of the partnership enterprise; The company has a relatively sound management organization, which is generally handled by the legal representative of the company on behalf of the company;
6. Profit distribution is different from loss sharing: the profit and loss distribution of a partnership enterprise is agreed by the partners themselves. If there is no agreement, the surplus will be shared equally and the loss will be shared equally; Unless otherwise stipulated in the Articles of Association, the profits and losses of the company shall be distributed in principle according to the proportion of capital contribution.
7. Different responsibilities: the partners in the partnership bear unlimited joint and several liabilities for the debts of the partnership; The shareholders of a company shall bear limited liability for the debts of the company, among which the shareholders of a limited liability company shall be liable to the company to the extent of their subscribed capital contribution, and the shareholders of a joint stock limited company shall be liable to the company to the extent of their subscribed shares.
8. Different exit mechanisms: In a partnership, there are strict restrictions on the partners who want to quit and transfer the property they contributed. When a partner transfers all or part of his share of property in the partnership to a person other than the partner, it must be unanimously agreed by the other partners. When transferring all or part of the property share in the partnership between partners, the other partners shall be informed; In contrast, shareholders of a limited company do not need to obtain the consent of any other shareholders when transferring their shares to other shareholders within the company. When you want to transfer shares to the outside world, you don't need the consent of all shareholders, only more than half of the other shareholders.
How do partnerships pay taxes?
The partners of a partnership enterprise shall determine the taxable income according to the following principles:
1. The partners of a partnership enterprise shall determine the taxable income of the production and operation income and other income of the partnership enterprise according to the distribution ratio agreed in the partnership enterprise agreement.
2. If the partnership agreement is not stipulated or clearly stipulated, the taxable income shall be determined based on the total production and operation income and other income and the distribution ratio determined by the partners through consultation.
3. If negotiation fails, the taxable income shall be determined according to the total production and operation income and other income and the proportion of the paid-in capital contribution of the partners.
4. If the proportion of capital contribution cannot be determined, the taxable income of each partner shall be calculated on the basis of the total production and operation income and other income according to the number of partners. If the partners of a partnership are legal persons or other organizations, the partners shall not use the losses of the partnership to offset their profits when calculating the enterprise income tax.
To sum up, there are eight major differences between a partnership and a company, namely, different legal basis, different investor requirements, different legal status, different property relations, different modes of operation, different profit distribution and loss sharing, different responsibilities and different exit mechanisms.
Legal basis:
People's Republic of China (PRC) partnership enterprise law
Article 9
To apply for the establishment of a partnership enterprise, an application for registration, a partnership agreement, a partner's identity certificate and other documents shall be submitted to the enterprise registration authority. If there are items in the business scope of a partnership that need to be approved before registration according to laws and administrative regulations, it shall be approved in accordance with the law and submit the approval documents at the time of registration.
second
The term "partnership enterprise" as mentioned in this Law refers to the general partnership enterprise and limited partnership enterprise established in China by natural persons, legal persons and other organizations in accordance with this Law.
A general partnership consists of general partners, who are jointly and severally liable for the debts of the partnership. Where this Law has special provisions on the liability form of general partners, such provisions shall prevail.
Limited partnership consists of general partner and limited partner. The general partner shall be jointly and severally liable for the debts of the partnership, and the limited partner shall be liable for the debts of the partnership to the extent of the capital contribution subscribed.
Company Law of the People's Republic of China
Article 11
To establish a company, the articles of association must be formulated according to law. The Articles of Association are binding on the Company, shareholders, directors, supervisors and senior management.
essay
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.