1. There are seven differences between a limited partnership and a limited liability company:
(1) The establishment requirements are different;
(2) Different risk-taking subjects;
(3) Different governance structures;
(4) Transfer of different shares or equity;
(5) Adding new partners or shareholders in different ways;
(6) Different profit distribution;
(7) Different tax commitments.
2. Legal basis: Article 11 of the Partnership Enterprise Law of People's Republic of China (PRC).
Partners may contribute capital in cash, in kind, land use rights, intellectual property rights or other property rights; The above-mentioned capital contributions shall be the legal property and property rights of the partners. Where the capital contribution other than currency needs to be appraised, it can be determined through consultation by all partners, or it can be appraised by a statutory appraisal institution entrusted by all partners. With the unanimous consent of all the partners, the partners may also contribute capital with labor services, and the evaluation method shall be determined by all the partners through consultation.
Second, how to liquidate the dissolution of the partnership
The partnership shall be liquidated after dissolution, and the creditors shall be notified and announced, and all partners shall act as liquidators. If all partners are unable to act as liquidators, with the consent of more than half of all partners, one or more partners may be appointed within 15 days after the dissolution of the partnership, or a third person may be entrusted as liquidators. If the liquidator is not determined within fifteen days, the partners or other interested parties may apply to the people's court for the appointment of the liquidator.
When the partnership enterprise is liquidated, if all its assets are insufficient to pay off its debts, the partners shall bear the liability for repayment with the assets other than their capital contribution in the partnership enterprise according to the proportion agreed in the partnership agreement and the proportion of sharing losses not agreed in the partnership agreement. A partner shall be jointly and severally liable, and if the amount paid exceeds the amount he should bear, he shall have the right to recover from other partners.
After the dissolution of the partnership, the original partners shall still be jointly and severally liable for the debts of the partnership during its existence, but if the creditor fails to demand repayment from the debtor within five years, the liability shall be extinguished.
After the liquidation, a liquidation report shall be made, signed and sealed by all partners, and submitted to the enterprise registration authority within 15 days for cancellation of the partnership.