1. According to Article 2 of the Partnership Law, a general partnership is composed of general partners, and the partners are jointly and severally liable for the debts of the partnership. Article 3 Wholly state-owned companies, state-owned enterprises, listed companies, public welfare institutions and social organizations may not become general partners. Therefore, a limited liability company may become a general partner except under the circumstances stipulated in Article 3.
2. Pay attention to "unless otherwise provided by law" in Article 15 of the Company Law, which leaves a way for the company to become a joint and several liability investor of the debt of the invested enterprise, and the provisions of the Partnership Enterprise Law are the basis of this way. Although the Partnership Enterprise Law does not explicitly stipulate that "a limited company or a joint stock limited company can become a general partner", it is allowed in the spirit of legislation and is not prohibited, so a company can certainly become a general partner.
A joint-stock company refers to a company with shares as its capital, and its shareholders are liable to the company to the extent of the subscribed shares, which was born in Europe in the18th century.
There must be a shareholders' meeting, a board of directors, a board of supervisors and other institutions to implement internal management and represent the company externally. These institutions are the general meeting of shareholders, the board of directors, the board of supervisors and the manager.
The total capital of the company is divided into equal shares; The company may issue shares to the public to raise funds, and the shares may be transferred according to law; The law only has the minimum number of shareholders in the company, but there is no maximum amount; 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 the subscribed shares; The company shall disclose the accounting reports audited by certified public accountants.
A general partnership consists of general partners, who are jointly and severally liable for the debts of the partnership. Where the partnership enterprise law has special provisions on the liability form of general partners, such provisions shall prevail. Wholly state-owned companies, state-owned enterprises, listed companies, public welfare institutions and social organizations may not become general partners.
1, composed of general partners. The so-called general partners refer to natural persons, legal persons and other organizations that bear unlimited joint and several liability for the debts of the partnership according to law.
2. Partners shall bear unlimited joint and several liabilities for the debts of the partnership according to law, unless otherwise provided by law. The so-called unlimited joint liability includes two aspects: First, joint liability. The second is unlimited liability.
Conditions for establishing a general partnership enterprise
1. There are two or more partners.
Partners may be natural persons, legal persons and other organizations. Partners who are natural persons shall have full capacity for civil conduct. Wholly state-owned companies, state-owned enterprises, listed companies, public welfare institutions and social organizations may not become general partners.
Note: There is no upper limit on the number of partners in a general partnership.
2. There is a written partnership agreement.
Partnership agreement is the most important legal document of a partnership enterprise, and it is also the basic basis for determining the rights and obligations between partners.
The partnership agreement shall be concluded in writing by all partners through consultation according to law.
The partnership agreement shall come into effect after being signed and sealed by all partners. The amendment of the supplementary partnership agreement shall be unanimously agreed by all partners; However, unless otherwise agreed in the partnership agreement.
If a partner violates the partnership agreement, he shall bear the liability for breach of contract according to law.
Disputes arising from the performance of the partnership agreement by partners may be settled through consultation or mediation. If they are unwilling to settle the dispute through negotiation or mediation, or if negotiation or mediation fails, they may apply to an arbitration institution for arbitration according to the arbitration clause agreed in the partnership agreement or a written arbitration agreement reached afterwards. If there is no arbitration clause in the partnership agreement and no written arbitration agreement is reached afterwards, a lawsuit may be brought to the people's court.
3. Capital contribution subscribed or paid by partners.
Partners may contribute their capital in cash, in kind, intellectual property rights, land use rights or other property rights, or they may contribute their capital in labor services.
Where the partners contribute capital by labor services, the evaluation method shall be determined by all partners through consultation and agreed in the partnership agreement.
Note: ① Labor service as capital contribution is a unique provision of partnership enterprises, which is only applicable to general partners. (2) If the capital contribution is made with non-monetary property, and the transfer of property rights is required by laws and administrative regulations, it shall be handled according to law.
4. Having the name of the partnership and the place of production and business operation.
The name of a general partnership enterprise shall be marked with the words "general partnership".
5. Other conditions stipulated by laws and administrative regulations.
Establish a general partnership
To apply for partnership enterprise registration, as long as the application materials submitted are complete and conform to the statutory form, and the enterprise registration authority can register on the spot, it shall register on the spot and issue a business license. If it cannot be registered on the spot, the enterprise registration authority shall make a decision on whether to register within 20 days from the date of accepting the application.
The date when the business license of the partnership enterprise is issued shall be the date when the partnership enterprise is established.
When establishing a branch, a partnership enterprise shall apply to the enterprise registration authority where the branch is located for registration and obtain a business license.
When the registered items of the partnership enterprise change, if the change registration is not handled in accordance with the provisions, the enterprise registration authority shall order it to register within a time limit; Failing to register within the time limit, a fine of more than two thousand yuan and less than twenty thousand yuan shall be imposed.