Among them, the shareholders with unlimited liability are jointly and severally liable for the company's debts, and the shareholders with limited liability are liable for the company's debts to the extent of their capital contribution.
The former is similar to the shareholders of an unlimited company and bears great responsibility for the company, so it enjoys the direct management right of the company and can represent the company externally, while the latter has no right to manage the company's business and cannot represent the company externally. Two-in-one company is the development of unlimited company, which has the advantages of high credit of unlimited company and fast fund-raising of limited company. France, Japan and other countries recognize it as a legal person, and Britain and the United States regard it as a limited partnership.
Sources of the two companies
A joint venture company consisting of unlimited shareholders and limited shareholders. It is generally believed that the Comonda organization, which originated from the Mediterranean coast in the15th century, was originally a commercial partnership between seafarers and capitalists, and later developed into two companies and an anonymous partnership.
It has been clearly stipulated in the French commercial code of 1673, and it is stipulated together with dormant partnership in the French commercial code of 1807. Japanese commercial law is similar to French commercial law, but it is renamed as "joint venture company". Germany does not recognize the legal personality of such companies, but it is also stipulated in the commercial law alongside dormant partnerships.
Although there is no such name in common law, its so-called "limited partnership" is essentially the same as this kind of company except that it cannot be identified.