A limited liability company refers to an enterprise legal person whose shareholders are liable for the company's debts to the extent of their capital contribution, and the company is liable for the company's debts with all its assets. Its main features are: (1) Limited liability company has independent legal personality. (2) A limited liability company has independent property. (3) The limited liability company independently assumes the property liability. (4) Limited liability companies implement the principle of "separation of company ownership from company operation". (5) There is an upper limit on the number of shareholders. (6) A limited liability company combines the advantages of mutual trust among partners, simple organization and convenient activities. It has the advantages of separation of personality between shareholders and the company, limited liability of shareholders, and the change of shareholders does not affect the survival of enterprises. It is the most suitable corporate legal form for small and medium-sized enterprises. But sometimes it is also used as a means of speculation and evading legal responsibility. (7) The debts of the shareholder company and the creditors indirectly bear limited liability. Since debt collection and creditors can only target the company, shareholders' main responsibility to the company is to contribute capital. This is also the characteristic of corporate enterprises. (8) Closed financing and operation. Traditional limited liability companies cannot issue bonds and stocks. China has opened the door for state-owned enterprises to issue bonds. Of course, the closure also makes the government's supervision more relaxed.
At present, the issuance of corporate bonds in China is limited to joint stock companies, wholly state-owned companies and limited liability companies established by two or more state-owned enterprises or other two or more state-owned investors. In order to raise funds for production and operation, corporate bonds may be issued in accordance with this law. In other words, if your business is private, you will not be able to raise funds by issuing corporate bonds. The issuance of corporate bonds must meet the following conditions: (1) The net assets of a joint stock limited company are not less than RMB 30 million, and the net assets of a limited liability company are not less than RMB 60 million; (2) The total amount of accumulated bonds shall not exceed 40% of the company's net assets; (3) The average distributable profit in the last three years is enough to pay the interest of corporate bonds for one year; (4) The investment of the raised funds conforms to the national industrial policy; (5) The bond interest rate shall not exceed the interest rate level stipulated by the State Council; (six) other conditions stipulated by the State Council.
It should be noted that the foundation of a limited liability company is that shareholders are only liable for the debts of the company to the extent of their capital contribution, so it is not appropriate to invest in enterprises with unlimited liability, otherwise unlimited liability will not be in place. Therefore, the company law emphasizes that the company's investment behavior can only be responsible to the invested company within the limit of its capital contribution, which can also reduce the risk of reinvestment. The Partnership Enterprise Law also stipulates that a limited liability company cannot become a partner of a partnership enterprise.
Hope to adopt, thank you.