1. A one-person limited liability company or a sole proprietorship enterprise refers to a business entity established in China in accordance with the Law on Sole proprietorship Enterprises, which is invested by a natural person, and its property is owned by the investor, who assumes unlimited liability for the debts of the enterprise with his personal property. Individual income tax is levied on the income from production and operation of a sole proprietorship enterprise, and the excessive progressive tax rate of 5%-35% is applicable.
China's company law allows the establishment of a one-person limited liability company. A one-person limited liability company refers to a limited liability company with only one natural person shareholder or one corporate shareholders. Because one-man company and its shareholders are two different legal subjects, it will impose double taxation on one-man company and its shareholders, that is, corporate income tax will be levied on one-man company, and then personal income tax will be levied on the wages, salaries and after-tax profits obtained by shareholders.
For example, suppose that in 2009, a sole proprietorship enterprise, a one-person limited liability company, has 30 employees, total assets of 3 million yuan, and an annual profit of 250,000 yuan without deducting investors' fees (wages). The monthly salary of investors in sole proprietorship enterprises and one-person limited liability companies is 65,438+03,000 yuan, which has been confirmed by the tax authorities. The wages paid by the investors of a one-person limited liability company are reasonable, and the company meets the conditions for the identification of small-scale low-profit enterprises. The enterprise income tax rate is 20%, and after-tax profits are used to distribute dividends. The tax burden of a sole proprietorship enterprise and a one-person limited liability company is compared.
Individual income tax payable by a sole proprietorship enterprise = (250,000-24,000) × 35%-6750 = 72,350 yuan.
Tax payment of one-person limited liability company:
Individual income tax payable on the wages and salaries of investors = [(13000-2000 )× 20%-375 ]×12 = 21900 (yuan).
Payable enterprise income tax = (250000-12×13000 )× 20% =18800 (yuan)
Personal income tax payable for dividends = (250000-12×13000-18800 )× 20% =15040 (yuan).
Total personal income tax and enterprise income tax = 21900+18800+15040 = 55740 (yuan)
Through comparison, it is not difficult to find that despite the existence of repeated taxation, the tax burden of a one-person limited liability company is lighter than that of a sole proprietorship enterprise because the enterprise income tax law cancels the restriction on taxable wages. In addition, a one-person limited liability company, as an independent legal person, only bears limited liability, and the risk is relatively small, while a sole proprietorship enterprise has to bear unlimited liability and the risk is greater. The registered capital of a one-person limited liability company shall not be less than 654.38+10,000 yuan, and must be paid in full at one time; A sole proprietorship enterprise has no minimum registered capital. Therefore, investors should comprehensively consider the income tax burden, business risk, business scale, management mode, investment amount and other factors, and choose the enterprise organization form suitable for their actual situation to maximize investment benefits.
2. Is the registered capital of a limited liability company called a joint-stock company? You can't. All the assets of a limited liability company need not be divided into corresponding shares, but a joint stock limited company must divide all the shares into corresponding equal shares. The maximum number of shares of a limited liability company is 50, and a joint stock limited company may have multiple shareholders.
(1) is a joint venture or a joint venture.
Limited liability company is produced on the basis of absorbing the advantages of unlimited company and joint stock limited company. On the one hand, its shareholders are limited to the amount of capital contribution, enjoy rights and bear responsibilities, which is different from unlimited companies. On the other hand, because of its non-public offering, shareholders are closely related and have certain humanity, so it is different from a joint stock limited company. A company limited by shares is a complete joint venture. Its own composition and credit basis is the company's capital, which has nothing to do with the personal nature (reputation, status and prestige) of shareholders, and shareholders are not allowed to invest in personal credit and services. This complete capital combination is different from unlimited companies and limited liability companies.
(2) Whether the shares are equal.
All the assets of a limited liability company do not need to be divided into equal shares, and shareholders only need to contribute according to the proportion of capital contribution determined in the agreement, and enjoy rights and assume obligations according to this proportion. Generally speaking, a joint stock limited company must convert its shares into equal shares, which is different from a limited liability company. This feature also ensures the universality, openness and equality of the joint stock limited company.
(3) Number of shareholders.
A limited liability company should not have too many shareholders because of its humanity and trust among shareholders. China's company law stipulates 2-50 people. There are both upper and lower limits on the number of shareholders in a limited liability company, while a joint stock limited company has only a lower limit, that is, only the minimum number of promoters is stipulated, but in fact only the minimum quorum of shareholders is stipulated, and there is no examination and approval of shareholders' departments. Limited liability companies are mostly small and medium-sized enterprises, and because of their closeness and humanization, the legal requirements are not as strict as those of joint-stock companies, and some of them can be simplified and have certain arbitrary choices.
Three. What is the registered capital of establishing a limited liability company? According to the newly revised Company Law, the minimum registered capital of a limited liability company is 30,000 yuan, except as otherwise stipulated by laws, administrative regulations and the State Council's decision on the minimum registered capital of a specific industry. No longer limit the initial contribution ratio of all shareholders (promoters) when the company is established.
The paid-in capital of the company is no longer regarded as an industrial and commercial registration item, and there is no need to submit a capital verification report when the company is registered. The amount, mode, duration and payment of the capital contribution subscribed by the shareholders (promoters) of the company are publicized to the public through the credit information system of the market subject, and the shareholders (promoters) are responsible for the authenticity and legality of the capital contribution.
The total amount of capital subscribed by the shareholders of the company or the total amount of capital subscribed by the promoters (that is, the registered capital of the company) shall be registered in the industrial and commercial department. Shareholders (promoters) of the company independently agree on the amount, mode and duration of capital contribution, and record them in the articles of association. Shareholders of a limited liability company shall be liable to the company to the extent of their subscribed capital contribution.
The above is to give you a detailed introduction about one-person limited liability company and sole proprietorship enterprise. According to relevant knowledge, no matter what kind of enterprise, it is necessary to pay taxes according to regulations.