A limited liability partnership consists of one or more general partners and one or more limited liability partners, that is, at least one partner should bear unlimited liability for the business activities of the enterprise, while the other partners can only bear debt repayment liability to the extent of their capital contribution.
In addition, if the limited partner's own property is not enough to pay off his debts unrelated to the partnership, the partner can use his income from the limited partnership to pay off.
A partnership enterprise refers to a for-profit organization in which all partners enter into a partnership agreement, * * * jointly contribute capital, * * * jointly operate, * * * enjoy profits, * * * bear risks, and bear unlimited joint and several liabilities for corporate debts. It also refers to the enterprise organization form in which natural persons, legal persons and other organizations are established in China in accordance with the Partnership Enterprise Law of People's Republic of China (PRC), and two or more natural persons enter into a partnership agreement, * * * jointly contribute to the operation, * * * assume sole responsibility for profits and losses, and * * * bear risks.
Generally speaking, a partnership enterprise cannot obtain the qualification of a person and does not pay enterprise income tax, but pays personal income tax. There are general partnerships and limited partnerships. Among them, general partnership also includes special general partnership.
Wholly state-owned companies, state-owned enterprises, listed companies, public welfare institutions and social organizations may not become general partners.
A partnership enterprise may be operated by some partners, while other partners only contribute capital and bear profits and losses, or it may be jointly operated by all partners.
Partnership enterprises are divided into general partnership enterprises and limited partnership enterprises. Among them, general partnership also includes special general partnership.
1. The general partnership consists of two or more general partners (no upper limit).
In a general partnership, the partners are jointly and severally liable for the debts of the partnership.
In a special general partnership, if one or several partners cause debts of the partnership due to intentional or gross negligence in their practice activities, they shall bear unlimited liability or unlimited joint liability, and the other partners shall bear liability only to the extent of their share of property in the partnership.
2. A limited partnership enterprise consists of more than two general partners and less than 50 limited partners, of which at least 1 person is the general partner and the limited partner. If there are only general partners left in a limited partnership, it shall be transformed into a general partnership, and if there are only limited partners, it shall be dissolved. 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.