First of all, from the organizational structure, a limited partnership consists of a general partner and a limited partner, in which the general partner is jointly and severally liable for the debts of the partnership, and the limited partner is liable to the extent of its subscribed capital contribution. A limited company, on the other hand, is established with the contribution of shareholders, who are responsible for the company to the extent of their subscribed capital contribution, and the company has an independent legal person status.
Secondly, in terms of liability, the general partner of limited partnership needs to bear unlimited joint and several liability for the debts of the enterprise, which means that if the enterprise has a debt crisis, the personal assets of the general partner may also be at risk. Shareholders of a limited company only need to bear the responsibilities within the scope of their capital contribution, and do not need to bear unlimited joint and several liabilities of the company.
Furthermore, in the management mode, the general partner is usually responsible for the daily operation and management of the limited partnership, while the limited partner does not participate in the specific management of the enterprise. Limited companies, on the other hand, set up board of directors, board of supervisors and other institutions according to the company's articles of association to supervise and manage the company's business decisions.
Finally, in terms of investors' rights and interests, the limited partners of limited partnerships usually enjoy more flexible investment rights and interests, and can enjoy the right to income and dividends according to the agreement. Shareholders of a limited company enjoy corresponding rights and interests according to their shares, including voting rights and dividend rights.
To sum up:
There are significant differences between limited partnership enterprises and limited companies in organizational structure, responsibility commitment, management methods and investors' rights and interests. The characteristic of limited partnership is that the general partner bears unlimited joint liability, which is suitable for those investment models that need high trust and flexibility; Limited company is based on the limited liability of shareholders and corporate status, which is suitable for those enterprises that pursue stable operation and scale development.
Legal basis:
People's Republic of China (PRC) partnership enterprise law
Article 2 provides that:
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 3 provides that:
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.