(1) All shareholders bear limited liability to the company. Whether in a limited liability company or a joint stock limited company, shareholders are responsible for the company, and the scope of "limited liability" is limited to the capital contribution of the shareholder company.
(2) Shareholders' property is separated from the company's property. After shareholders invest in the company, the property constitutes the company's property, and shareholders no longer directly control and dominate this part of the property. At the same time, the company's property has nothing to do with other properties of the company that shareholders have not invested in. Even if the company is insolvent, shareholders will only be responsible for their investment in the company and will not bear other responsibilities.
(3) Limited liability companies and joint stock limited companies are responsible for all assets of the company. In other words, the company only undertakes limited liability externally, and the scope of "limited liability" is all assets of the company. In addition, the company no longer undertakes other property liabilities.
The difference between a limited liability company and a joint stock limited company;
(1) There are differences between the two companies in terms of establishment conditions and raised funds. The conditions for the establishment of a limited liability company are more relaxed, and the conditions for the establishment of a joint stock limited company are more stringent; A limited liability company can only raise funds from sponsors, but not from the public. A joint stock limited company may raise funds from the public. Limited liability companies have the highest and lowest requirements for the number of shareholders, while joint stock limited companies only have the lowest requirements for the number of shareholders, but there is no highest requirement.
(2) The difficulty of share transfer between the two companies is different. In a limited liability company, shareholders have strict requirements on the transfer of their own capital contribution, which is more restricted and more difficult. In a joint stock limited company, shareholders can freely transfer their own shares, which is not as difficult as a limited liability company.
(3) The forms of equity certificates of the two companies are different. In a limited liability company, the shareholder's equity certificate is a capital contribution certificate and cannot be transferred or circulated; In a joint stock limited company, the shareholder's equity certificate is stock, that is, the shares held by shareholders are embodied in the form of shares, which is a certificate issued by the company to prove that shareholders hold shares and can be transferred and circulated.
(4) The shareholders' meeting and the board of directors of the two companies have different powers. In a limited liability company, because the number of shareholders is limited and relatively small, it is convenient to convene a shareholders' meeting, so the authority of the shareholders' meeting is large, and the directors are often held by the shareholders themselves, and the separation of ownership and management rights is low; In a joint stock limited company, because there is no upper limit on the number of shareholders, the number of shareholders is large and scattered, it is difficult to convene a shareholders' meeting, and the proceedings of the shareholders' meeting are complicated, so the authority of the shareholders' meeting is limited, the authority of the board of directors is greater, and the separation of ownership and management rights is relatively high.
(5) The disclosure of financial status of the two companies is different. In a limited liability company, due to the limited number of companies, the financial and accounting statements may not be audited by certified public accountants or announced, as long as they are sent to shareholders within the prescribed time limit; In a joint stock limited company, due to the large number of shareholders, it is difficult to classify, so the accounting statements must be audited by certified public accountants and issued a report, and must also be filed for shareholders' reference. Among them, a joint stock limited company established by way of offering must also announce its financial and accounting reports.
Question 2: The meaning of limited liability company. Limited liability companies and development companies are the same in nature, but they have different names. Limited company is the abbreviation of limited liability company or joint stock limited company. And development limited refers to limited company. Limited companies are divided into limited liability companies and joint-stock companies. Both refer to bankruptcy: the company owner's obligation to repay debts is limited-capital is the bottom line of debt repayment, and the part beyond capital does not need to be repaid. Among them, a joint stock limited company only expresses its capital according to the proportion of different shares held by each shareholder. Unlimited company means that when the company goes bankrupt, the owner of the company has unlimited obligation to repay the debt.
Question 3: What does a limited liability company mean and why is it called limited liability? Limited liability company, referred to as limited company for short, the shareholders are liable to the company to the extent of their capital contribution, and the company is liable to the debts of the company with all its assets. According to the Company Law, such companies must indicate the words "limited liability company" or "limited company" in the company name. Whether it is a limited company or a joint-stock company, their biggest feature is that shareholders' responsibility to the company is limited and limited by their capital contribution. That is to say, when the company's assets are insufficient to repay the debts owed, shareholders do not have to bear joint and several liability for repayment, that is, they do not need to pay debts for the company.
Question 4: How to explain a limited liability company? A limited liability company, referred to as a limited company for short, refers to an economic organization registered in accordance with the Regulations of the People's Republic of China on the Administration of Company Registration and established by shareholders with less than 50 employees. Each shareholder shall bear limited liability to the company with the amount of capital subscribed, and the company shall be liable for its debts with all its assets. Limited liability companies include wholly state-owned companies and other limited liability companies.
The term "limited liability company" as mentioned in the Company Law refers to a company established within the territory of China, and the shareholders of the company are liable to the company to the extent of their subscribed capital contribution.
trait
Limited liability company is a joint venture company, but there are also some corporatization factors. It has the following characteristics:
1. Shareholders of a limited liability company are liable to the company only to the extent of their capital contribution.
2. The number of shareholders of a limited liability company is limited. According to the Company Law of China, a limited liability company consists of 65,438+0 shareholders and 50 shareholders.
3. A limited liability company cannot make a public offering or issue shares.
4. Limited liability company is a company form that combines the advantages of joint venture company and joint venture company.
A limited liability company is an operating company with legal person rights. The fixed capital share composed of the ownership (i.e. capital share) invested by the participants gives the participants the right to participate in the operation and management of the company, and according to the share, they get a part of the company's profits, i.e. dividends, and when the company goes bankrupt, they get the bankruptcy share and enjoy other rights according to law.
Question 5: What's the difference between a limited liability company and a limited company? How are the differences defined? According to the company law of our country, "company" in our country refers to limited liability companies and joint stock limited companies established in our country according to this law.
1. Limited liability company, referred to as limited company for short. Shareholders are liable to the company to the extent of their capital contribution, and the company is liable to the company's debts with all its assets. According to the Company Law, such companies must indicate the words "limited liability company" or "limited company" in the company name.
2. A joint stock limited company, referred to as a joint stock company for short, has all its capital divided into equal shares. Shareholders are liable to the company to the extent of their shares, and the company is liable to its debts with all its assets. According to the Company Law, such companies must indicate the words "Limited by Share Ltd" or "Limited by Share Ltd" in their company names.
Whether it is a limited company or a joint-stock company, their biggest feature is that shareholders' responsibility to the company is limited and limited by their capital contribution. That is to say, when the company's assets are insufficient to repay the debts owed, shareholders do not have to bear joint and several liability for repayment, that is, they do not need to pay debts for the company.
Compared with limited liability companies (including limited companies and joint-stock companies), an unlimited liability company means that shareholders bear unlimited joint and several liabilities for the company and its debts. In other words, if the company can't repay its debts, the shareholders should bear the responsibility for repayment. In China, it is not allowed to set up unlimited liability companies, but it is allowed to set up unlimited liability enterprises, such as sole proprietorships and partnerships. These enterprises are not independent legal persons, so they cannot become companies, and the owners of enterprises directly bear unlimited corporate responsibilities.
In addition, there is another company, called a joint venture company. Some shareholders have limited liability to the company, while others have unlimited liability to the company. Therefore. These two kinds of companies have the characteristics of limited company and unlimited company. Similarly, in our country, joint ventures are not allowed.
Therefore, a limited liability company and a limited company are the same thing.
In addition, after industrial and commercial registration, the company name is protected by law, and the name approved by the administrative department for industry and commerce should be used in daily business activities. You can't change, add or subtract any words. For example, ABC Co., Ltd. cannot be called ABC Limited Liability Company, and conversely, DEF Limited Liability Company cannot be called DEF Limited Liability Company, otherwise it will be regarded as two different companies in law.
Question 6: How does a limited liability company understand a limited liability company, that is, the liability is limited to the scope of the company and does not involve the personal property of shareholders unrelated to the company? Of course, if there is evidence that shareholders transfer the company property to personal property, they need to recover the transferred property.
In your case,
If these two shareholders want to continue to operate the company, they will pay 6:4 to supplement the company's working capital (including debt repayment); Or invest in other proportions to supplement working capital (including debt repayment), but the proportion of shares will be adjusted; Or introducing a third party to invest in shares will also lead to the adjustment of the proportion of shares.
If you don't want to continue to run this company and file for bankruptcy, you will enter bankruptcy liquidation, calculate the actual remaining assets of the company and auction it. After withdrawing the bankruptcy expenses, you will give priority to the employee's salary, labor insurance expenses, tax owed and bankruptcy claims, and the rest will be distributed by the two shareholders according to the ratio of 6:4.
Similarly, in the example you mentioned, suppose that Party A and Party B set up a limited liability company in partnership, with a capital contribution of 6,543,800 yuan, with Party A and Party B accounting for 600,000 yuan and 400,000 yuan respectively. Finally, due to poor management, bankruptcy liquidation was carried out. At this time, the foreign debt was 2 million, the total salary and social security expenses of employees were 250,000, and the tax revenue was 6,543.8+10,000. At this point:
1. If the company's assets auction proceeds (after deducting bankruptcy expenses) exceed 2.35 million, such as 2.5 million, 250,000 salary, social security, 654.38 million taxes and 2 million liabilities, the remaining/kloc-0.50 million will be distributed by Party A and Party B at 6:4.
2. If the auction proceeds of assets after liquidation of the company (after deducting bankruptcy expenses) exceed 350,000 yuan and are lower than 2.35 million yuan, for example, there are 2 million yuan, then it is necessary to repay 250,000 yuan of wages and social security, 6,543,800 yuan of taxes and 6,543,800 yuan of liabilities (distributed according to the proportion of creditor's rights).
3. If the auction proceeds of the company's assets after liquidation (after deducting bankruptcy expenses) exceed 250,000 but are less than 350,000, for example, there are 300,000, then 250,000 wages, social security and 50,000 taxes will be paid back.
4. If the auction proceeds (after deducting bankruptcy expenses) of the company's assets are less than 250,000, such as 200,000, the salary and social security will be repaid to 200,000 (in proportion to the employees' due).
If there is no money from auction after the liquidation of the company's assets (after deducting bankruptcy expenses), there is no need to repay anything.
Question 7: What does a limited liability company mean? A limited liability company, hereinafter referred to as a limited liability company (joint stock limited company), refers to an economic organization registered in accordance with the Regulations of the People's Republic of China on the Administration of Company Registration, which is established with capital contribution of less than 50 shareholders, and each shareholder is liable to the company within the limit of the capital contribution subscribed, and the company is liable to its debts with all its assets. Limited liability companies include wholly state-owned companies and other limited liability companies.
The term "limited liability company" as mentioned in the Company Law refers to a company established within the territory of China, and the shareholders of the company are liable to the company to the extent of their subscribed capital contribution.