Because these are two different concepts.
A legal person is an organization that has the capacity for civil rights and civil conduct, enjoys civil rights and undertakes civil obligations independently according to law. In short, a legal person is a social organization with the qualification of subject of civil rights.
As a spoken language, sometimes the legal representative is also called a legal person.
As the main body of civil legal relationship, legal person is symmetrical with natural person and has different characteristics: First, legal person is the legal personification of social organization, and it is a "person" in the legal sense, not a real life, which produces and dies according to law. A natural person is a person born and living on the basis of natural law, and a natural person with the nationality of a country is called a citizen of that country. The birth, illness, death and illness of natural persons are all carried out in accordance with natural laws and have natural attributes, while legal persons do not have such attributes. Second, although both legal persons and natural persons are civil subjects, legal persons are collective civil subjects, that is, legal persons are a collection of some natural persons. For example, the company law of most countries (including China) stipulates that a company as a legal person must be composed of more than two shareholders. In contrast, natural persons regard individuals themselves as civil subjects. Third, the legal person's capacity for civil rights and civil conduct is also different from that of natural persons. According to Article 37 of the General Principles of the Civil Law, a legal person must meet four conditions at the same time, and none of them is indispensable.
(1) It is established according to law. That is, a legal person must be a social organization recognized by the state. In China, there are two main ways to establish a legal person: one is based on laws and regulations or administrative examination and approval. For example, institutions and legal persons are generally established by laws, regulations or administrative examination and approval. Second, it was established after approval and registration. Such as industrial and commercial enterprises, companies, etc. , approved by the administrative department for Industry and commerce registration, become an enterprise legal person.
(2) Having the necessary property and funds. Legal persons must have independent property as the material basis for their independent participation in civil activities. Independent property means that a legal person enjoys the ownership or management right of property within a specific scope, and can control it independently according to his own will, while excluding external administrative intervention in the legal person's property.
(3) Having its own name, organization and place. The name of a legal person is a sign that distinguishes it from other social organizations. The name should be able to show the object and affiliation of the legal person's activities. After the registered name, the legal person enjoys the exclusive right. The organization of a legal person is an organization that handles all the affairs of a legal person. It is called the organ of a legal person and consists of natural persons. A legal person's place refers to a fixed place for production, business operation or social activities. The main office of a legal person is located in its domicile.
(4) Being able to bear civil liability independently. Refers to the legal person who bears full legal responsibility for the legal consequences of his own civil actions. Unless otherwise provided by law, members and other organizations of a legal person shall not be liable for the debts of the legal person, and similarly, a legal person shall not be liable for debts other than its own.
According to the General Principles of Civil Law, there are four kinds of legal persons in China: public institutions, public institutions, enterprises and companies.
Classification of legal persons in China's civil law
China's General Principles of Civil Law divides legal persons into enterprise legal persons and non-enterprise legal persons according to their business activities.
Legal person: it is another subject symmetrical with citizens. The General Principles of the Civil Law stipulates that a legal person is an organization that has the capacity of civil rights and obligations, enjoys civil rights and undertakes civil obligations according to law.
A legal person is not a person! It is relative to a natural person. A legal person is an organization that has the capacity for civil rights and civil conduct, enjoys civil rights and undertakes civil obligations independently according to law. In short, a legal person is a social organization with the qualification of subject of civil rights.
Let me explain your second question first: Do all enterprises require legal persons?
Your question is wrong. Perhaps what you want to ask is "Do all enterprises require legal representative?"
For example, Guangzhou XX Company is a legal person, and then the shareholders of this company choose Zhang San as the legal representative of Guangzhou XX Company, so Zhang San is the only legal representative of Guangzhou XX Company, and there is only one legal representative of this company.
Then, of course, if Guangzhou JJ Company requires Zhang San to be the legal representative, then Zhang San is both the legal representative of Guangzhou XX Company and the legal representative of Guangzhou JJ Company.
You ask what a legal person does, then you should know what a legal person is:
Legal persons must be social organizations recognized by the state. In China, there are two main ways to establish a legal person: one is based on laws and regulations or administrative examination and approval. For example, institutions and legal persons are generally established by laws, regulations or administrative examination and approval. Second, it was established after approval and registration. Such as industrial and commercial enterprises, companies, etc. , approved by the administrative department for Industry and commerce registration, become an enterprise legal person.
I estimate your first question, "What is the specific task of an enterprise as a legal person?" What are the specific tasks of enterprise representatives?
A legal person shall bear full legal responsibility for the legal consequences arising from its own civil acts. Unless otherwise provided by law, members and other organizations of a legal person shall not be liable for the debts of the legal person, and similarly, a legal person shall not be liable for debts other than its own. In other words, if Guangzhou JJ Company sues Guangzhou XX Company, then Zhang San will appear in court as the legal representative. On the day of court appearance, Zhang San represented Guangzhou JJ Company and Guangzhou-Shenzhen XX Company (impossible in reality). Of course, Zhang San is only the legal representative, not a legal person, and is not responsible for the debts of legal persons.
Definition of partnership enterprise
Compared with a wholly-owned company, two or more natural persons enter into a partnership agreement, * * * jointly contribute to the operation, * * * assume sole responsibility for profits and losses, and * * * take risks. The form of partnership in China is limited to private enterprises. Generally speaking, a partnership enterprise does not have legal person status and does not pay income tax (see a wholly-owned company).
Characteristics of partnership enterprises
Partnership has five characteristics.
(1) Life is limited. Partnerships are easier to establish and dissolve. When the partners sign the partnership agreement, they declare the establishment of the partnership enterprise. The joining of new partners, the withdrawal of old partners, death, voluntary liquidation and bankruptcy liquidation can all lead to the dissolution of the original partnership and the establishment of a new partnership.
(2) Unlimited liability. The partnership organization as a whole bears unlimited liability to creditors. According to the partners' responsibilities to the partnership, the partnership can be divided into general partnership and limited partnership. The partners of a general partnership are all general partners, and they are jointly and severally liable for the debts of the partnership. For example, when the partnership established by Party A, Party B and Party C goes bankrupt and Party A and Party B have no personal assets to pay off the debts owed by the enterprise, although Party C has paid off the debts that should be shared according to the contract, it is still obligated to pay off the partnership debts owed by Party A and Party B with its personal account. Of course, at this time, Party C has the right to recover from Party A and Party B. A limited liability partnership consists of one or more general partners and one or more limited liability partners, that is, at least one partner bears unlimited liability for the business activities of the enterprise, while other partners can only bear liability for debts to the extent of their capital contribution, so such partners generally do not directly participate in the business management activities of the enterprise.
(3) mutual agency. The business activities of a partnership are decided by the partners, who have the right to implement and supervise. Partners may nominate the person in charge. All partners shall bear civil liability for the business activities of the person in charge of the partnership and other personnel. In other words, the economic behavior of each partner on behalf of the partnership is binding on all partners. Therefore, disputes between partners are more likely to occur.
(4) The property is available. The property invested by the partners shall be uniformly managed and used by the partners. Without the consent of other partners, no partner may use the partnership property for other purposes. Partners who only provide labor services but do not provide capital only share part of the profits and have no right to share the partnership property.
(5) enjoy welfare. Property acquired and accumulated by a partnership in its production and business activities belongs to the partners. If there is any loss, it shall also be borne by the partners. The distribution ratio of profits and losses shall be clearly stipulated in the partnership agreement; If there is no agreement, it can be shared according to the proportion of partners' capital contribution or equally. Unless otherwise specified, partners who use labor services as capital generally do not share losses.
Content of the agreement
In order to avoid economic disputes, when a partnership enterprise is established, the partners should first conclude a partnership agreement (also called partnership contract or partnership articles of association), which has the same nature as the articles of association and has legal effect on all partners, and generally includes the following contents: (1) the name (or font size), location and address of the partnership enterprise; (2) the name and domicile of the partner; (3) the mode of operation and duration of the partnership; (4) the date of establishment of the partnership; (5) Rights and obligations of partners; (six) the way of capital contribution of partners and their valuation methods; (seven) the provisions of withdrawal and admission; (eight) the principle and proportion of profit and loss distribution; (9) Loan interest paid to partners; (10) Wages paid to partners; (1 1) The capital that each partner can withdraw; (12) Handling of death of partners and determination of rights and interests of heirs; (13) Closing date and profit distribution date of the partnership; (14) termination of the partnership and the distribution of partnership property; (15) Other matters requiring the consent of all partners.
Matters needing attention
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.
Partnership enterprises have the following basic characteristics:
1. A partnership consists of partners.
2. The partnership enterprise takes the partnership agreement as the legal basis.
3. The internal relationship of partnership belongs to partnership.
4. The general partner shall bear unlimited joint liability for the debts of the enterprise.
The liquidation order of partnership property when the partnership is dissolved.
1 Wages and labor insurance expenses owed by the partnership.
2 taxes owed by the partnership
Debt of the partnership
4. Return the capital contribution of the partners.
After paying off in the above order, if the partnership enterprise has surplus property, it shall distribute the profits to the shareholders according to the proportion agreed in the agreement. If there is no agreement in the agreement, the profits shall be distributed to the shareholders equally.
Procedures for the establishment of partnership enterprises
In order to avoid economic disputes, when a partnership enterprise is established, the partners should first conclude a partnership agreement (also known as a partnership contract or partnership articles of association). The partnership agreement has the same nature as the articles of association and has legal effect on all partners, generally including the following contents:
1. Name (or font size), location and address of the partnership;
2. The name and address of the partner;
3. The operation of the partnership and the set time limit;
4. Date of establishment of the partnership;
5. Rights and obligations of partners;
6. The capital contribution form of partners and its valuation method;
7. Provisions on the withdrawal and joining of partnership enterprises;
8. Principles and proportion of profit and loss distribution;
9. Loan interest paid to partners;
10, salary paid to partners;
1 1, the capital that each partner can withdraw;
12, Handling of death of partners and determination of rights and interests of heirs;
13, the closing date and profit distribution date of the partnership;
14. Measures for termination of partnership and distribution of partnership property;
15. Other matters requiring unanimous consent of all partners.
Advantages of partnership enterprises
Compared with sole proprietorship, partnership has many advantages, mainly because it can raise funds from many partners, and partners can repay debts, which reduces the risk of bank loans and improves the financing ability of enterprises. At the same time, partners are fully responsible for the profits and losses of the enterprise, which helps to improve the reputation of the enterprise.
Tax treatment of partnership enterprises
According to the regulations of the State Council, from June 5438+1 October1day, 2000, sole proprietorship enterprises and partnership enterprises no longer pay enterprise income tax, but only collect individual income tax on the income obtained by investors from production and operation. The tax rate is calculated and levied according to the tax item of "income from production and operation of individual industrial and commercial households", and the five-level excessive progressive tax rate of 5%-35% is applicable; If the approved taxable income rate is levied, the taxable income shall be calculated according to the taxable income rate first, and then the individual income tax shall be calculated and levied at the five-level excessive progressive tax rate of 5%-35% according to the size of the taxable income. If an investor establishes two or more enterprises (including those participating in the establishment), at the end of the year, the taxable income obtained from all enterprises shall be summarized, and the applicable tax rate shall be determined accordingly, and personal income tax shall be calculated and paid. Tax incentives are for the disabled to invest in or participate in the establishment of a sole proprietorship enterprise or partnership enterprise. If the income from production and operation obtained by the disabled meets the conditions for reducing individual income tax stipulated by the people's governments of provinces, autonomous regions and municipalities directly under the Central Government, individual income tax may be reduced according to the scope and extent of reduction stipulated by the people's governments of provinces, and the people's governments of autonomous regions and municipalities directly under the Central Government shall, upon their own application, examine and approve it by the competent tax authorities. The reporting and payment period and individual income tax payable by investors shall be calculated on an annual basis, paid in advance on a monthly or quarterly basis, and paid by investors within 7 days after the end of each month or quarter, and settled within 3 months after the end of the year, with overpayment and underpayment.
Accounting treatment of partnership enterprises
1. When the enterprise is established, it is assumed that Party A and Party B will jointly open a handicraft shop. The partnership contract stipulates that each person's share of capital contribution is equal to the amount of net assets contributed by each partner. When the partner contributes capital, the accounting entries are as follows:
Debit: bank deposit
goods in stock
fixed assets
invisible assets
Loan: capital -A
-B.
2. Assets purchased, costs incurred and income generated in the course of operation and production:
(1) Debit: fixed assets.
Credit: cash
(2) Loans: low-value consumables
Credit: cash
(3) Loan: materials
Credit: cash
accounts payable
(4) Borrow: manufacturing costs
Management cost
Credit: cash
(5) Borrow: production cost-a product.
-product b
Loans: materials
(6) Borrow: cash
receivables
Credit: sales revenue
3. Profit and loss distribution
There are three main types of profit and loss distribution of partnership enterprises: distribution of profit and loss according to the proportion of capital contribution, distribution according to wages first, and distribution of balance according to the agreed proportion; According to the salary and capital reward, the balance is distributed according to the agreed proportion.
(1) Carry-forward sales revenue:
Debit: sales revenue
Loan: profit this year
(2) Carry-over costs and expenses
Debit: this year's profit
Credit: cost of sales
Management cost
production cost
financial expenses
income tax
(3) Debit: income tax
Loan: income tax payable
(4) Debit: this year's profit
Loan: partner's capital -A
-B.
4. The change of the accounting subjects of the partnership between the withdrawal of the original partner and the entry of the new partner is manifested as the change of the partners. There are two main ways: one is the withdrawal of the original partner. The second is the joining of new partners. Necessary records shall be made on the matters of quitting the partnership and joining the partnership. The withdrawal of partners generally refers to more than three partners; When two people are in partnership, one of them quits, which is the disintegration of the partnership. There are generally two ways for partners to quit the partnership: one is to "sell shares to the outside world" and the other is to transfer shares to other partners.
Borrow: partner capital -A
Loan: partner's capital-b.
The price of equity sale and the payment method of the price are completely private affairs of the quitter; However, no matter how much the price is, it cannot affect the total capital of the partnership. Therefore, you only need to enter the equity change in the account. If partner A sells the equity to partner B, then only the changes of the equity accounting entries will appear in the account books.
Borrow: partner capital -A
Loan: partner's capital-b.
If Partner A sells 70% of the equity to Partner B and 30% to Partner C, the accounting entries are as follows:
Borrow: capital -A
Loan: capital -B
-C.
Whether the original partner withdraws from the partnership or the new partner joins, it must be approved by the original partner.