There are two forms of partnership: general partnership and limited partnership. A general partnership consists of general partners, and the partners need to bear unlimited joint and several liability for the debts of the partnership. 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 its capital contribution. If each partner has a share distribution, the creditor can recover all debts from all partners or recover all debts from one partner.
First, the organizational structure refers to how to divide the work, group and coordinate and cooperate with each other. Organizational structure is a model that shows the arrangement order, spatial position, aggregation and dispersion state, contact information and the relationship between various elements of the organization, and it is the "framework" of the whole management system. Organizational structure is a structural system formed by all members of an organization in terms of work scope, responsibilities and rights in order to achieve organizational goals and cooperate with each other in management. Organizational structure is a dynamic structural system composed of obligations, responsibilities and rights. Its essence is a division of labor and cooperation system to achieve the strategic objectives of the organization, and the organizational structure must be adjusted with the major strategic adjustment of the organization.
Second, the organizational structure of the partnership enterprise
1. Although a partnership has both a partnership and capital, it is still a partnership in essence. The unique property * * * relationship, partnership relationship and joint and several liability relationship of a partnership enterprise determine that the power capacity and behavior capacity of the partnership enterprise are not completely separated from the partners, that is, the partnership enterprise has no independent legal person qualification, which is the legal basis for distributing the internal power of the partnership enterprise.
2. During the existence of the partnership, the capital contribution of the partners and all the income obtained in the name of the partnership are legally the property of the partnership. However, because the partnership itself does not have independent legal personality and cannot own property, the partners have not lost the ownership of the partnership's capital contribution, and the property of the partnership is still owned by all partners. This is the legal definition of the property nature of partnership enterprises in all countries of the world. Under the condition of simple commodity economy, Roman law defines the property of a partnership as * * *, that is, each partner enjoys ownership according to his share of capital contribution. The legislation of most modern countries stipulates that the partnership property belongs to * * * and * * *, that is, the partners enjoy the ownership of all the property of the partnership enterprise equally without any share. Although China's "Partnership Enterprise Law" does not clearly stipulate the nature of partnership property, there is no doubt about the nature of partnership property from the perspective of the regulations on the management and use of partnership property by all its partners.
Every partner is associated with the property of the partnership, which determines that the ownership and management right of the partnership are integrated, not separated. Each partner is the owner and operator of the partnership, forming a * * * business relationship between partners. Partnership enterprises organically link all partners through the same profit-making purpose and interest relationship. If the operation is successful and gains profits, the partners shall distribute them according to the proportion agreed in the agreement. If the operation fails and the property of the partnership enterprise is insufficient to pay off the debts of the partnership enterprise, the partners shall bear unlimited joint liability. Therefore, a partnership is an entity in which all partners with independent personality and equal status jointly contribute, operate, enjoy the benefits and bear the risks. This kind of interest has no independent legal personality, and the will and behavior of all partners are the will and behavior of partnership. It is natural for a partnership to set up special decision-making bodies, executive bodies and supervision bodies like a company, and distribute internal power among these bodies. As independent members with the same interests, each partner naturally has direct democratic management power over partnership affairs and can fully enjoy equal rights to participate in partnership affairs management.