This is legally possible.
Shareholders of a limited liability company may be natural persons, legal persons and other organizations. Partnership is the expansion of natural persons, and of course it can be a shareholder of a limited liability company. The significance of shareholders to the company is more of a real contribution, regardless of its own organizational form.
Limited company is an organizational form of a company, and its external economic responsibility is limited to the capital invested by investors. It is divided into private limited companies and public limited companies. A limited company is liquidated by creditors, and creditors cannot claim compensation with shareholders' personal property. In some places, a limited company is different from a joint-stock company. Limited companies are relatively suitable for small and medium-sized enterprises, while joint-stock companies are relatively suitable for large enterprises. But in some places, regardless of the size of the company, joint stock limited company is the most common type of limited company. In America, it is usually called a limited liability company.
Limited partnership refers to a partnership enterprise composed of more than one general partner and more than one 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. 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.
Partners in a limited partnership:
(1) A limited partnership is established by more than two partners and less than 50 partners; However, unless otherwise provided by law.
(2) A limited partnership enterprise shall have at least 1 general partners and 1 limited partners. If there are only limited partners left in a limited partnership, it shall be dissolved; Where there are only general partners left in a limited partnership, it shall be converted into a general partnership. (Case analysis in 2007)
(3) Wholly state-owned companies, state-owned enterprises, listed companies, public welfare institutions and social organizations may not become general partners, but may become limited partners.
(4) A limited partner may not contribute capital with labor services.
Can both shareholders of a limited liability company be limited partnerships? Can two limited partnerships become shareholders of a limited company? Yes
Shareholders of the company can be: natural persons, legal persons, unincorporated organizations, * * * (SASAC needs to be entrusted), and trade unions (with the consent of superior trade unions).
So two limited partnerships can form a limited company.
1. Can a limited partnership become a shareholder of a limited liability company? 1. Can a limited partnership become the sole shareholder of a limited liability company? 1, yes. The Company Law has no restrictions on the qualifications of shareholders.
2. Yes. One-man limited liability company has no restrictions on corporate shareholders.
Legal basis company law
Article 23 To establish a limited liability company, the following conditions shall be met:
(1) Shareholders meet the quorum;
(2) The capital contribution subscribed by all shareholders in accordance with the Articles of Association;
(3) Shareholders * * * agree to formulate the Articles of Association;
(4) Having a company name and establishing an organization meeting the requirements of a limited liability company;
(5) Having a company domicile.
Article 24 A limited liability company shall be established by capital contribution of shareholders with less than 50 persons.
Article 57 The provisions of this section shall apply to the establishment and organization of a one-person limited liability company. Where there are no provisions in this section, the provisions in the first and second sections of this chapter shall apply.
A one-person limited liability company as mentioned in this Law refers to a limited liability company with only one natural person shareholder or one corporate shareholders.
Article 58 A natural person can only invest in establishing a one-person limited liability company. A one-person limited liability company cannot invest in the establishment of a new one-person limited liability company.
Article 59 A one-person limited liability company shall indicate the sole proprietorship of a natural person or legal person in the company registration and indicate it in the company business license.
What are limited partnerships, limited liability companies and joint-stock limited partnerships?
Partnership Law Article 2 The term "partnership" as mentioned in this Law refers to the general partnership and limited partnership established by natural persons, legal persons and other organizations within the territory of China 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.
Limited liability company, joint stock limited company
company law
Article 3 A company is an enterprise legal person, which has independent legal person property and enjoys 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.
Can a partnership become a shareholder of a limited liability company? Yes, you can.
Is a limited partnership equal to a limited liability company? The following is a comparison between a partnership and a company:
General partnership (including special general partnership)
limited partnership
limited liability company
The form of taking responsibility
A general partnership consists of general partners, who are jointly and severally liable for the debts of the partnership.
Special general partnership: if one partner or several partners cause debts of the partnership enterprise due to intentional or gross negligence in their practice activities, they shall bear unlimited liability or unlimited joint liability, and other partners shall bear the liability to the extent of their share of property in the partnership enterprise.
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 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.
Number of partners (number of shareholders)
More than two people
It is established by two or more and fifty or less partners; There should be at least one general partner.
It is established by capital contribution of less than 50 shareholders.
fund
Partners may contribute their capital in cash, in kind, intellectual property rights, land use rights or other property rights, or they may contribute their capital in labor services.
A limited partner may contribute capital in cash, in kind, intellectual property rights, land use rights or other property rights at a fixed price.
A limited partner may not contribute capital with labor services.
Shareholders can make capital contributions in currency, or in kind, intellectual property rights, land use rights and other non-monetary properties that can be valued in currency and transferred according to law. (Labor contribution is not allowed)
The monetary contribution of all shareholders shall not be less than 30% of the registered capital of a limited liability company.
Implementation of partnership affairs (organization of the company)
Partners have equal rights to carry out partnership affairs.
If one or more partners are entrusted to perform partnership affairs, the other partners will no longer perform partnership affairs.
Partnership affairs are carried out by the general partner. The executive partner may require that the remuneration and the method of remuneration extraction for executive affairs be stipulated in the partnership agreement.
A limited partner shall not represent the limited partnership enterprise externally without performing partnership affairs.
The shareholders' meeting is the authority of the company.
At the shareholders' meeting, shareholders shall exercise their voting rights in proportion to their capital contribution; However, unless otherwise stipulated in the articles of association.
Where a limited liability company has a board of directors, its members shall be three to thirteen.
The board of directors is responsible to the shareholders' meeting.
A limited liability company may have a manager, who shall be appointed or dismissed by the board of directors. The manager is accountable to the board of directors.
Transactions between partners and partnership enterprises (obligations of directors and senior management to the company)
Partners may not engage in business that competes with the partnership alone or in cooperation with others.
Unless otherwise agreed in the partnership agreement or unanimously agreed by all partners, partners may not conduct transactions with the partnership enterprise.
A limited partner may conduct transactions with the limited partnership enterprise; However, unless otherwise agreed in the partnership agreement.
A limited partner may engage in business that competes with this limited partnership alone or in cooperation with others; However, unless otherwise agreed in the partnership agreement.
Directors, supervisors and senior managers shall abide by laws, administrative regulations and the articles of association of the company, and have the obligation of loyalty and diligence to the company. (For more detailed provisions, see Chapter VI of the Company Law.)
Pledge of property share (company's external guarantee)
Where a partner pledges his share of the property in the partnership, it must be unanimously agreed by the other partners.
A limited partner may pledge his share of property in a limited partnership; However, unless otherwise agreed in the partnership agreement.
Where a company invests in other enterprises or provides guarantees for others, it shall be decided by the board of directors or the shareholders' meeting in accordance with the articles of association.
income tax
The income from production and operation and other income of a partnership enterprise shall be paid separately by the partners in accordance with the relevant tax regulations of the state.
(The progressive rate of personal income tax is 5%-35%, and the income above 50,000 is 35%)
Pay taxes according to the investment income tax rate of 20% in the personal income tax, and after comprehensively considering the tax burden of 25% in the company, the actual total tax burden of individual investors is 40%.
distribution of profits
The profit distribution and loss sharing of the partnership enterprise shall be handled in accordance with the partnership agreement;
The partnership agreement shall not stipulate that all profits shall be distributed to some partners or all losses shall be borne by some partners.
A limited partnership enterprise shall not distribute all profits to some partners; However, unless otherwise agreed in the partnership agreement.
After-tax profits of the company after making up losses and withdrawing common reserve fund shall be distributed by the limited liability company in accordance with the provisions of Article 35 of this Law, that is, shareholders shall receive dividends in proportion to the paid-in capital contribution; When the company increases its capital, shareholders have the priority to subscribe for the capital contribution in proportion to the paid-in capital contribution. Except that all shareholders agree not to pay dividends according to the proportion of capital contribution or not to subscribe for capital contribution in priority.
Transfer of capital contribution and preemptive right
Unless otherwise agreed in the partnership agreement, when a partner transfers all or part of his share of property in the partnership to a person other than the partner, it must be unanimously agreed by the other partners.
When transferring all or part of the property share in the partnership between partners, the other partners shall be informed.
Where a partner transfers his share of the property in the partnership to a person other than the partner, other partners have the preemptive right under the same conditions; However, unless otherwise agreed in the partnership agreement.
A limited partner may, in accordance with the partnership agreement, transfer his share of the property in the limited partnership to a person other than the partner, but shall notify the other partners 30 days in advance.
Shareholders of a limited liability company may transfer all or part of their shares to each other.
Shareholders' transfer of equity to persons other than shareholders shall be approved by more than half of other shareholders.
Where there are other provisions on equity transfer in the articles of association, such provisions shall prevail.
Can the general partner of a limited partnership be a limited liability company? Yes
Partnership enterprise law
Article 2 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.
Article 3 Wholly state-owned companies, state-owned enterprises, listed companies, public welfare institutions and social organizations shall not become general partners.
A company is an enterprise legal person, which can be a limited partner or a general partner (except wholly state-owned companies, state-owned enterprises, listed companies, public welfare institutions and social organizations).
Similarities between limited partnership and limited liability company 1. A limited partnership has a general partner, who is similar to the legal representative of a limited liability company and is an executive partner.
2. The partners of a limited partnership are similar to the shareholders of a limited company, and they have a shareholding ratio and need to contribute to the company.
3. Limited partnerships and limited companies have quantitative restrictions on the number of partners, generally less than 50.
As the name implies, both enterprises have limited liability for corporate debts.
What is the difference between a limited partnership and a limited liability company? The main differences between a limited partnership and a limited liability company are:
1. Rights and obligations of the administrator. In a limited liability company, unless otherwise stipulated in the articles of association, it is mainly determined by its shares in the company. Simply put, whoever pays more is responsible. In a limited partnership, the manager is the general partner, and the limited partner does not participate in the management and implementation.
2. Rights and obligations of investors. In a limited liability company, unless otherwise stipulated in the articles of association, it is also determined by its shares in the company. Whoever pays more will pay more. In limited partnership enterprises, it is mainly stipulated by the partnership agreement, which has strong flexibility.
3. Legal responsibility. In a limited liability company, each shareholder shall bear limited liability to the extent of his capital contribution. In a limited partnership, the general partner shall bear legal liability with all his property, and the limited partner shall bear limited liability to the extent of capital contribution.
4. taxation. The investment income and shareholder dividends of a limited liability company are taxed. The partners of a limited partnership enterprise shall pay income tax separately.