A limited company can become a general partner. According to the Partnership Enterprise Law of People's Republic of China (PRC), wholly state-owned companies, state-owned enterprises, listed companies, public welfare institutions and social organizations may not become general partners. Therefore, the rest of the organizational forms can be used as general partners of the partnership.
A limited liability company is an independent enterprise legal person and is jointly and severally liable for the debts of the partnership with all its assets (unregistered capital). If all its assets are insufficient to pay off debts, the shareholders of a limited liability company shall not be jointly and severally liable (except that the company's capital is not in place due to shareholders' failure to pay their capital contribution in full or withdrawing their capital contribution).
Article 973 of the Civil Code of People's Republic of China (PRC) stipulates that partners shall be jointly and severally liable for partnership debts. A partner who pays off more than his share of debts has the right to recover from other partners.
Second, the conditions for the conversion of limited partners and general partners
1. Unless otherwise agreed in the partnership agreement, the conversion of a general partner into a limited partner or a limited partner into a general partner shall be unanimously agreed by all partners;
2. If a limited partner is transformed into a general partner, it shall bear unlimited joint and several liability for the debts incurred by the limited partnership during its tenure as a limited partner;
3. Where the general partner is transformed into a limited partner, it shall be jointly and severally liable for the debts incurred by the partnership during its tenure as general partner.
3. What is the difference between a general partner and a limited partner?
1, corporate debt liability.
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. It can be seen that the general partner's commitment to the company's debts is greater than that of the limited partner.
2. Deal with this enterprise.
Unless otherwise agreed in the partnership agreement or agreed by all partners, the general partner may not conduct transactions with the partnership. A limited partner may conduct transactions with the limited partnership. Therefore, in related party transactions, the law allows limited partners to trade with enterprises.
3. As far as non-competition is concerned.
According to the regulations, a limited partner can engage in business that competes with this limited partnership alone or in cooperation with others; However, unless otherwise agreed in the partnership agreement. It can be seen that the law allows limited partners to engage in business that competes with this enterprise.
4. In the pledge of property share.
If the general partner pledges his share of the property in the partnership, it must be unanimously agreed by the other partners; Without the unanimous consent of other partners, the behavior is invalid and causes losses to a bona fide third party, and the actor shall be liable for compensation according to law. A limited partner may pledge his share of property in a limited partnership.
5. In terms of property share transfer.
According to the regulations, unless otherwise agreed in the partnership agreement, when the general partner transfers all or part of his property share in the partnership enterprise to someone other than the partner, it must be unanimously agreed by the other partners; A limited partner may, according to the partnership agreement, transfer his share of property in the limited partnership enterprise to a person other than the partner, but shall notify the other partners 30 days in advance.
6. The general partner may make capital contributions in cash, in kind, intellectual property rights, land use rights or other property rights, or in labor services; A limited partner may not contribute capital with labor services.
To sum up, a limited company can become a general partner and be jointly and severally liable for the debts of the partnership. The above content is to answer questions about whether a limited company can become a general partner and related questions. I hope I can help you. If you want to know more about the law, please come and consult the relevant lawyers.