One-man limited liability company
One-person limited liability company, referred to as one-person company for short, is a limited liability company invested and established by natural persons or legal persons. Compared with sole proprietorship enterprises, although all investors are one person, there are fundamental differences between them. One-man company is a legal person enterprise and has its own independent legal person property. Company property is strictly separated from investors' personal property. The investor shall be liable to the company to the extent of the capital contribution subscribed by him, and the company shall be liable to the creditors with all its property.
The disadvantages of one-man company are mainly reflected in:
(1) The threshold for establishing a one-person company is relatively high; According to the company law, the minimum capital limit for registering a one-person company is 654.38+10,000 yuan, which must be paid in full at one time;
(2) Investors are heavily taxed. The company must pay enterprise income tax on its income, and investors must pay personal income tax on the investment income obtained from the company;
(3) Under certain conditions, investors are jointly and severally liable for the debts of the company. If the shareholders of a one-person company abuse the independent status of the company as a legal person and the shareholders' limited liability to evade the company's debts and seriously damage the interests of the company's creditors, the company will no longer bear limited liability. The company law has made special provisions on this: "If the shareholders of a one-person limited liability company cannot prove that the company's property is independent of the shareholders' own property, they shall be jointly and severally liable for the company's debts. "
Second, the sole proprietorship enterprise
A sole proprietorship enterprise refers to a business entity invested by a natural person, and its property is owned by the investor personally, and it bears unlimited liability for the debts of the enterprise with its personal property. The advantages of a sole proprietorship enterprise are mainly reflected in:
(1) has a low threshold for establishment. There is no statutory minimum registered capital requirement, investors only need to have declared capital contribution;
(2) Enterprises have great freedom and flexible management. The property of a sole proprietorship enterprise belongs to the investor and is dominated by the investor; Investors can manage themselves, or choose appointment management or entrusted management;
(3) Enterprises pay less taxes. A sole proprietorship enterprise is not a taxpayer of enterprise income tax, and the income of the enterprise does not need to pay enterprise income tax, while investors only need to pay personal income tax on the income of personal investment.
As an unincorporated enterprise, a sole proprietorship enterprise cannot independently undertake limited liability with its own property. Therefore, once a sole proprietorship enterprise is insolvent, investors have to repay the debts that the enterprise cannot repay with all its property, which is a great risk, which is its disadvantage.
Third, partnership enterprises.
Paragraph 1 of Article 2 of the Partnership Enterprise Law stipulates 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 according to this Law. A general partnership consists of general partners, who are jointly and severally liable for the debts of the partnership. 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. The nature of these two partnerships is that some people are jointly and severally liable for the debts of the partnership. Partnership enterprises have incomparable advantages over other enterprises:
(1) The enterprise has high credit. This stems from the unlimited joint and several liability of the partners for the debts of the partnership. When the assets of the enterprise are insufficient to pay off the debts, any partner has the obligation to repay them for the enterprise. Creditors of an enterprise have the right to require one or more partners to repay all debts. Based on this, it is easy for a partnership to raise funds, such as obtaining loans from banks or buying goods on credit from suppliers;
(2) quickly adapt to the market. As a typical cooperative relationship between people and enterprises, the partners know each other, trust each other, have the same interests, brainstorm, enhance the decision-making ability and management ability of enterprises, adapt to the market quickly and improve their competitiveness;
(3) A partnership enterprise, like a sole proprietorship enterprise, has a light tax burden and does not pay enterprise income tax on its income. Because the partners are jointly and severally liable for the debts of the partnership, the personal and family property of the partners are facing great risks. Therefore, when preparing for a partnership, investors must choose a trustworthy and reputable partner. In addition, the transfer of partnership property rights is greatly restricted and difficult to flow. According to the provisions of the Partnership Enterprise Law, the transfer of a partner's share of property in a partnership enterprise must be approved by all other partners. This rule, it is doomed that partners can not advance and retreat freely.
Four. limited liability company
A limited liability company is an enterprise legal person whose capital contribution is made by more than two shareholders, and the shareholders are liable to the company to the extent of their subscribed capital contribution, and the company is liable to the debts with all its assets. Limited liability company is the most common and abundant enterprise organization form in real economic activities. Its advantages mainly include:
(1) The establishment threshold is low.
The minimum capital limit for establishing a limited liability company is 30,000 yuan; Moreover, the mode of capital contribution is flexible, which can be cash, venues, physical objects, intellectual property rights and other assets such as equity and creditor's rights that can be valued in money; It is an ideal choice for new entrepreneurs.
(2) Limited liability of shareholders. The company is an enterprise legal person, and the company is liable for its debts with all its property. When the company's assets are insufficient to pay off debts, it can go bankrupt and liquidate according to law. Creditors may not require shareholders to pay off outstanding debts, and shareholders are only liable to the company to the extent of their subscribed capital contributions. Therefore, in theory, only the company goes bankrupt, and no shareholders go bankrupt;
(3) Equity transfer is relatively free, and shareholders can transfer their own equity according to law. It is relatively easy for shareholders to quit the company. However, limited liability companies need to pay double taxes, that is, the company's profits have to pay corporate income tax, and shareholders have to pay personal income tax on the company's investment income. In addition, limited liability companies cannot publicly issue shares, so the scope and scale of funds raised by companies are generally not large, which is difficult to meet the needs of large-scale production and operation, and is more suitable for establishing small and medium-sized enterprises.
In short, beginners' familiarity with capital, company operation mode and organizational form. Is an initial stage. Therefore, how to choose a reasonable form of registration should be based on our own actual situation, in the form of individual industrial and commercial households, sole proprietorship enterprises, one-person limited liability companies, limited liability companies, partnerships and so on, to lay a good foundation for future development.
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