(1) All investors in a general partnership must bear unlimited joint and several liability for the debts of the partnership, that is, all partners are general partners; In a limited partnership, some investors assume limited liability for the debts of the enterprise, and some investors assume unlimited liability for the debts of the partnership (when the limited partnership has only one general partner) or unlimited joint liability (when the limited partnership has more than two general partners);
② The number of investors in a general partnership enterprise is more than two, that is, there is no upper limit on the number of investors; The number of investors in a limited partnership is more than two and less than fifty, and there is at least one general partner;
(3) Partners of a general partnership enterprise shall enjoy equal rights in the execution of partnership affairs. Of course, according to the partnership agreement or the decision of all partners, one or more partners can also be entrusted to perform partnership affairs on behalf of the partnership enterprise; A limited partner of a limited partnership enterprise may not carry out partnership affairs;
(4) An investor of a general partnership enterprise may not stipulate in the partnership agreement that all profits shall be distributed to some partners or that some partners shall bear all losses of the enterprise; A limited partnership may distribute all its profits to some partners according to the partnership agreement. However, it shall not be agreed that all losses of the enterprise shall be borne by some partners;
⑤ The general partner shall not engage in business competing with the partnership enterprise on his own or in cooperation with others; Unless otherwise agreed in the partnership agreement, a limited partner may engage in business that competes with the enterprise alone or in cooperation with others;
6. The general partner shall not conduct transactions with the enterprise, unless otherwise agreed in the partnership agreement or agreed by all partners; Limited partners can trade with the partnership, unless, of course, the partnership agreement stipulates that they cannot trade;
⑦ A partner of a general partnership pledges his share of capital contribution, which must be unanimously agreed by all partners, otherwise his capital contribution will be invalid; A limited partner may pledge his share of capital contribution, except that the partnership agreement stipulates that a limited partner may not pledge his share of capital contribution.
2. Limited partners and general partners can make the following distinctions in legal provisions:
① Corporate debt liability: According to the provisions of the Partnership Enterprise Law, a limited partnership consists of a general partner and a 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 corporate debt is greater than that of the limited partner;
② Transactions with this enterprise: According to the provisions of the Partnership Enterprise Law, unless otherwise agreed in the partnership agreement or agreed by all partners, the general partner shall not conduct transactions with this partnership enterprise. 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) Non-competition: 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 businesses that are competitive with enterprises;
(4) Pledge of property share: According to the Partnership Enterprise Law, if the general partner pledges his property share in the partnership enterprise, it must be unanimously agreed by 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, the general partner must obtain the consent of other partners when transferring all or part of his property share in the partnership; 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. It can be seen that unless otherwise agreed in the partnership agreement, when the general partner transfers his share of property to someone other than the partner, it must be "unanimously agreed" by the other partners, while when the limited partner transfers it, he only needs to "notify" according to the regulations;
⑥ In terms of capital contribution, according to the provisions of the Partnership Enterprise Law, general partners can make capital contribution 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.
Based on the above introduction, all investors in a general partnership must bear unlimited joint and several liability for the debts of the partnership.
Tips: The above information is for reference only.
Reply time: 2020- 1 1-25. Please refer to the latest business changes announced by Ping An Bank in official website.
[I know Ping An Bank] Want to know more? Come and watch I Know Ping An Bank ~
/paim/iknow/index.html