I. Basis for establishment
The so-called basis for establishment is the legal provisions for the establishment of this enterprise organization form.
1. Limited partnership: mainly the Partnership Law of People's Republic of China (PRC) and the Measures for the Administration of Partnership Registration of People's Republic of China (PRC).
2. Limited liability companies: mainly the Company Law of People's Republic of China (PRC) and the Regulations of the People's Republic of China on the Administration of Company Registration.
Second, the number of investors.
1. Limited partnership: it is established by two or more partners. If there are less than 50 partners, there shall be at least 1 general partners.
2. Limited liability company: it is established by capital contribution of shareholders with less than 50 employees.
Third, the mode of investment.
1. Limited partnership: Partners can contribute in cash, in kind, intellectual property rights, land use rights or other property rights, and general partners can also contribute in labor services.
2. Limited liability company: shareholders can make capital contributions in cash, or in kind, intellectual property rights, land use rights and other non-monetary properties that can be valued in money and transferred according to law; However, except for the property that cannot be used as capital contribution as stipulated by laws and administrative regulations.
It can be seen that, compared with limited liability companies, the partners of limited partnership enterprises are more flexible in the way of capital contribution, which is highlighted by the fact that general partners can provide labor services by capital contribution without requiring the proportion of monetary capital contribution.
Fourth, organization
1. limited partnership: the highest authority has not yet been determined. In principle, the major affairs of a partnership enterprise shall be decided by all partners through the partnership agreement and the partners' meeting. The executing agency is the general partner.
2. Limited liability company: the highest authority is the shareholders' meeting composed of all shareholders; The executing agency is the board of directors or the executive director.
Verb (abbreviation of verb) contributes to transfer.
1, limited partnership:
(1) In principle, the admission, withdrawal and external transfer of a partner's share of property must be unanimously agreed by all partners;
(2) A partner's share of property in a partnership enterprise can be inherited, and the qualification of limited partner can generally be inherited, but the qualification of general partner cannot be inherited;
(3) Partners can make stricter provisions on the admission, withdrawal, inheritance of property share and external transfer of partners in the partnership agreement.
2. Limited liability company:
(1) Shareholders may transfer all or part of their shares to each other;
(two) the transfer of equity by shareholders to the outside world shall be approved by more than half of the other shareholders;
(3) In principle, both shareholder qualification and equity can be inherited;
(4) The company's articles of association may make stricter provisions on equity transfer.
Intransitive verb foreign investment
1. limited partnership: you can invest in other economic organizations (such as limited liability companies, joint-stock companies, foreign-invested enterprises, partnerships, etc.). ), and there is no limit in principle.
2. Limited liability companies: they can invest in other economic organizations (such as limited liability companies, joint-stock companies, foreign-invested enterprises, partnerships, etc.). ), but it must be resolved by the board of directors or the shareholders' meeting in accordance with the provisions of the company's articles of association; Where the articles of association have limits on the total amount of investment and the amount of individual investment, they shall not exceed the prescribed limits.
Legal basis:
Article 3 of the Company Law of People's Republic of China (PRC) 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.
Derivative problem:
Can a sole proprietorship be a limited company?
No, the name of a sole proprietorship enterprise cannot be a limited company. Because a sole proprietorship enterprise refers to an enterprise legal person established in China according to law, it is invested by a natural person, and its property is owned by the investor, who shall bear unlimited liability for the debts of the enterprise with his personal property. It does not have the status of an independent legal person, so it does not belong to a limited company.