Legal basis: Article 24 of the Company Law, a limited liability company is established by capital contribution of shareholders with less than 50 members. Article 26 of the Company Law The registered capital of a limited liability company is the capital contribution subscribed by all shareholders registered in the company registration authority. Where laws, administrative regulations and decisions of the State Council have other provisions on the paid-in registered capital and the minimum registered capital of a limited liability company, those provisions shall prevail. Article 2 of the Partnership Enterprise Law of People's Republic of China (PRC)
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.