Chinese law stipulates that there must be more than a few partnership enterprises.

Relevant information of partnership enterprises collected on the Internet for your reference \ x0d \ x0d \ Partnership enterprises refer to natural persons, legal persons and other organizations established in China according to the Partnership Enterprise Law of People's Republic of China (PRC), and two or more partners enter into a partnership agreement, in order to operate the same business, * * * jointly contribute capital and operate in partnership, * *. \x0d\ Basic definition \ x0d \ x0d \ 1. A general partnership consists of two or more general partners (no upper limit), and the partners are jointly and severally liable for the debts of the partnership. \x0d\2。 A limited partnership consists of more than 2 general partners and less than 50 limited partners, of which at least 1 person is a general partner. If there are only general partners left in a limited partnership, it shall be converted into a general partnership, and if there are only limited partners, it shall be dissolved. 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. \x0d\ Relevant Laws \x0d\ Partnership Enterprise Law of People's Republic of China (PRC) \x0d\ Article 2 The term "partnership enterprise" as mentioned in this Law refers to the general partnership enterprise and limited partnership enterprise established in China by natural persons, legal persons and other organizations according to this Law. \x0d\ A general partnership consists of general partners who are jointly and severally liable for the debts of the partnership. Where this Law has special provisions on the liability form of general partners, such provisions shall prevail. \x0d\ 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 the capital contribution subscribed. \x0d\ Characteristics of partnership \x0d\ The characteristics of partnership are five \x0d\( 1) limited lifetimes. Partnerships are easier to establish and dissolve. When the partners sign the partnership agreement, they declare the establishment of the partnership enterprise. The joining of new partners, the withdrawal of old partners, death, voluntary liquidation and bankruptcy liquidation can all lead to the dissolution of the original partnership and the establishment of a new partnership. \x0d\(2) Unlimited liability. The partnership organization as a whole bears unlimited liability to creditors. According to the partners' responsibilities to the partnership, the partnership can be divided into general partnership and limited partnership. The partners of a general partnership are all general partners, and they are jointly and severally liable for the debts of the partnership. For example, when the partnership established by Party A, Party B and Party C goes bankrupt and Party A and Party B have no personal assets to pay off the debts owed by the enterprise, although Party C has paid off the debts that should be shared according to the contract, it is still obligated to pay off the partnership debts owed by Party A and Party B with its personal assets. Of course, at this time, Party C has the right to recover from Party A and Party B. A limited liability partnership consists of one or more general partners and one or more limited liability partners, that is, at least one partner bears unlimited liability for the business activities of the enterprise, while other partners can only bear liability for debts to the extent of their capital contribution, so such partners generally do not directly participate in the business management activities of the enterprise. \x0d\(3) Mutual agency. The business activities of a partnership are decided by the partners, who have the right to implement and supervise. Partners may nominate the person in charge. All partners shall bear civil liability for the business activities of the person in charge of the partnership and other personnel. In other words, the economic behavior of each partner on behalf of the partnership is binding on all partners. Therefore, disputes between partners are more likely to occur. \x0d\(4) Attribute * * * is available. The property invested by the partners shall be uniformly managed and used by the partners. Without the consent of other partners, no partner may use the partnership property for other purposes. Partners who only provide labor services but do not provide capital only have the right to share part of the profits and have no partnership property. \x0d\(5) Enjoy welfare * * *. Property acquired and accumulated by a partnership in its production and business activities belongs to the partners. If there is any loss, it shall also be borne by the partners. The distribution ratio of profits and losses shall be clearly stipulated in the partnership agreement; If there is no agreement, it can be shared according to the proportion of partners' capital contribution or equally. Unless otherwise specified, partners who use labor services as capital generally do not share losses. \x0d\ Procedures for establishment \x0d\ In order to avoid economic disputes, when a partnership enterprise is established, the partners should first conclude a partnership agreement (also called partnership contract or partnership articles of association), which has the same nature as the articles of association and has legal effect on all partners, and generally includes the following contents: \x0d\ 1, the name (or font size), location and address of the partnership enterprise; \x0d\2。 Name and address of the partner; \x0d\3。 The operation of the partnership and the set time limit; \x0d\4。 Date of establishment of the partnership; \x0d\5。 Rights and obligations of partners; \x0d\6。 The forms of capital contribution of partners and their pricing methods; \x0d\7。 Provisions on quitting and joining; \x0d\8。 The principle and proportion of profit and loss distribution; \x0d\9。 Interest on loans paid to partners; \x0d\ 10, salary paid to partners; \x0d\ 1 1。 Capital that each partner can withdraw; \x0d\ 12。 Dealing with the death of partners and determining the rights and interests of heirs; \x0d\ 13, the closing date and profit distribution date of the partnership; \x0d\ 14。 The termination of the partnership and the distribution of the partnership property; \x0d\ 15。 Other matters requiring unanimous consent of all partners. \x0d\ enterprise cancellation \x0d\ partnership cancellation law \x0d\ according to article 85 of the partnership enterprise law of People's Republic of China (PRC), the partnership enterprise shall be dissolved in any of the following circumstances: \x0d\ (1) the partners decide not to operate after the partnership term expires; \x0d\ (2) The reasons for dissolution agreed in the partnership agreement appear; \x0d\ (III) All partners decide to dissolve; \x0d\ (4) It has been 30 days since the partners have no quorum; \x0d\ (5) The partnership purpose stipulated in the partnership agreement has been achieved or cannot be achieved; \x0d\ (6) The business license is revoked, ordered to close or revoked according to law; \x0d\ (7) Other reasons stipulated by laws and administrative regulations. \x0d\ Article 86 When a partnership enterprise is dissolved, it shall be liquidated by the liquidator. \x0d\ The liquidator shall be all partners; With the consent of more than half of all partners, one or more partners or a third person may be appointed as liquidator within 15 days after the cause of dissolution of the partnership arises. \x0d\ If the liquidator is not determined within fifteen days from the date when the cause of dissolution of the partnership arises, the partners or other interested parties may apply to the people's court for the appointment of the liquidator. \x0d\ Article 87 During the liquidation period, the liquidator shall perform the following affairs: \x0d\ (1) Clean up the partnership property and prepare a balance sheet and a property list respectively; \x0d\ (2) Handling the unfinished business of the partnership related to liquidation; \x0d\ (3) Pay off the taxes owed; \x0d\ (4) liquidation of creditor's rights and debts; \x0d\ (5) Dispose of the remaining property of the partnership after paying off its debts; \x0d\ (6) Participate in litigation or arbitration activities on behalf of the partnership. \x0d\ Article 88 The liquidator shall notify the creditors to dissolve the partnership within 10 days from the date of confirmation, and make an announcement in the newspaper within 60 days. Creditors shall, within 30 days from the date of receiving the notice, and within 45 days from the date of announcement if they have not received the notice, declare their claims to the liquidator. \x0d\ When declaring creditor's rights, the creditor shall explain the relevant matters of creditor's rights and provide supporting materials. The liquidator shall register the creditor's rights. \x0d\ During the liquidation period, the partnership enterprise shall survive, but shall not carry out business activities unrelated to liquidation. \x0d\ Article 89 After paying the liquidation expenses, employees' wages, social insurance expenses, statutory compensation, taxes owed and debts, the remaining property of the partnership shall be distributed in accordance with the provisions of the first paragraph of Article 33 of this Law. \x0d\ Article 90 After liquidation, the liquidator shall prepare a liquidation report, which shall be signed and sealed by all partners, and submitted to the enterprise registration authority within 15 days to apply for cancellation of registration of the partnership. \x0d\ Article 91 After the cancellation of the partnership, the original general partner shall still be jointly and severally liable for the debts of the partnership during its existence. \x0d\ Article 92 If a partnership enterprise is unable to pay off its debts due, the creditors may apply to the people's court for bankruptcy liquidation according to law, or may require the general partner to pay off. \x0d\ If the partnership enterprise is declared bankrupt according to law, the general partner shall still be jointly and severally liable for the debts of the partnership enterprise. \x0d\ Materials required for cancellation of partnership enterprise \x0d\ If a partnership enterprise is dissolved in accordance with the provisions of the People's Republic of China (PRC) Partnership Enterprise Law, it shall apply to the original enterprise registration authority for cancellation of registration of change within 15 days from the date of liquidation, and provide the following materials at the same time: \x0d\ 1, an application for cancellation of registration signed by all partners; \x0d\2。 Liquidation report signed by all partners; Original and duplicate of business license; Tax cancellation certificate; \x0d\3。 Official seal, financial seal and contract seal; \x0d\4。 Other documents required by the administrative department for industry and commerce of the State Council. \x0d\ Contents of the agreement \x0d\ In order to avoid economic disputes, when a partnership enterprise is established, the partners should first conclude a partnership agreement (also called a partnership contract or a partnership charter), which has the same nature as the charter and has legal effect on all partners, and generally includes the following contents: \x0d\( 1) Name (or font size) and location and address of the partnership enterprise; \x0d\(2) Name and home address of the partner; \x0d\(3) The mode of operation of the partnership and the set time limit; \x0d\ (4) Date of establishment of the partnership; \x0d\ (5) Rights and obligations of partners; \x0d\(6) The capital contribution form of the partners and the pricing method; \x0d\ (7) Provisions on withdrawal and admission of partnership; \x0d\(8) Principles and proportions of profit and loss distribution; \x0d\(9) Loan interest paid to partners; \x0d\( 10) Wages paid to partners; \x0d\( 1 1) The capital that each partner can withdraw; \x0d\( 12) Handling of partner's death and determination of heir's rights and interests; \x0d\( 13) Closing date and profit distribution date of the partnership; \x0d\( 14) Measures for termination of partnership and distribution of partnership property; \x0d\( 15) Other matters requiring the consent of all partners. \x0d\ Precautions \x0d\ 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. \x0d\ Partnership has the following basic characteristics: \x0d\ 1. A partnership consists of all partners. \x0d\ 2。 The partnership enterprise takes the partnership agreement as the legal basis. \x0d\ 3。 The internal relationship of a partnership belongs to a partnership. \ x0d \ 4。 The general partner shall be jointly and severally liable for the debts of the enterprise. 1, wages and labor insurance expenses owed by the partnership \x0d\2, taxes owed by the partnership \x0d\3, debts of the partnership \x0d\4. If the partnership property is surplus after being paid off in the above order, the profits shall be distributed to the shareholders according to the proportion agreed in the agreement. If there is no agreement, \x0d\ Advantages: \x0d\① Compared with a sole proprietorship enterprise, a partnership enterprise can raise capital from many partners, and the partners can repay debts, which reduces the risk of bank loans and improves the financing ability of the enterprise; \x0d\② Compared with sole proprietorship enterprises, partnership enterprises can make more investors play complementary roles, such as cooperation in technology, intellectual property, land and capital, and more investors are related to their own vital interests. Everyone * * * Qi Xin works together to brainstorm and enhance the comprehensive competitiveness of enterprises; \x0d\③ Compared with ordinary companies, the interests of creditors are more protected because at least one partner in the partnership bears unlimited liability. Theoretically, under the pressure of unlimited liability, the reputation of an enterprise can be improved. \x0d\④ Compared with ordinary companies, in theory, the profits of partnership enterprises are higher, because they pay individual taxes instead of enterprise income tax, which is also the income brought by their high-risk costs; \x0d\2。 Disadvantages: \x0d\① Due to the unlimited joint and several liability of the partnership, people who don't know the partners well are generally afraid to join; Even if you join as a limited liability person, because the limited liability person can't participate in the affairs management, this will cause the limited liability person to worry about the unlimited liability person, fearing that he won't do it wholeheartedly. When the unlimited liability person pays dividends, he feels that all the operations are done by himself, and the limited liability person will feel wronged if he takes profits and invests a little capital. Therefore, it is difficult for a partnership to become bigger and stronger; \x0d\② Although joint liability is beneficial to protect creditors in theory, it is often not operated in real life. If one partner has the ability to pay off the debts of the whole enterprise, and the other partners are not even able to pay off their own shares, the capable partner shall pay off all the debts owed by the enterprise according to joint and several liability. However, if he does, if he goes to other partners to pay off the debts in advance, he will be in trouble. So he won't bear all the debts independently, and he may even wait for everyone to pay his share. \x0d\ tax treatment \x0d\ according to the regulations of the State Council, individual proprietorship enterprises and partnership enterprises will no longer pay enterprise income tax as of June 65438+ 10/day, 2000, and will only collect individual income tax on the production and operation income obtained by investors. The tax rate is calculated and levied according to the tax item of "income from production and operation of individual industrial and commercial households", and the five-level excessive progressive tax rate of 5%-35% is applicable; If the approved taxable income rate is levied, the taxable income shall be calculated according to the taxable income rate first, and then the individual income tax shall be calculated and levied at the five-level excessive progressive tax rate of 5%-35% according to the size of the taxable income. If an investor establishes two or more enterprises (including those participating in the establishment), at the end of the year, the taxable income obtained from all enterprises shall be summarized, and the applicable tax rate shall be determined accordingly, and personal income tax shall be calculated and paid. Tax incentives are for the disabled to invest in or participate in the establishment of a sole proprietorship enterprise or partnership enterprise. If the income from production and operation obtained by the disabled meets the conditions for reducing individual income tax stipulated by the people's governments of provinces, autonomous regions and municipalities directly under the Central Government, individual income tax may be reduced according to the scope and extent of reduction stipulated by the people's governments of provinces, and the people's governments of autonomous regions and municipalities directly under the Central Government shall, upon their own application, examine and approve it by the competent tax authorities. The reporting and payment period and individual income tax payable by investors shall be calculated on an annual basis, paid in advance on a monthly or quarterly basis, and paid by investors within 7 days after the end of each month or quarter, and settled within 3 months after the end of the year, with overpayment and underpayment. \x0d\ accounting treatment \x0d\ 1. When the enterprise is founded, it is assumed that Party A and Party B are going to jointly open a handicraft shop, and the partnership contract stipulates that each person's share of capital contribution is equal to the net assets invested by each partner. When a partner invests, the accounting entry is \x0d\ Debit: bank deposit \x0d\ inventory \x0d\ fixed assets. 2. Assets purchased, costs incurred and income generated in the process of operation and production: \x0d\( 1) Borrow: fixed assets \x0d\ loan: cash \x0d\(2) Borrow: low-value consumables \x0d\ loan: cash \x0d\(3) (5) Borrowing: production cost -A product \x0d\-B product \x0d\ loan: materials \x0d\(6) Borrowing: cash \x0d\ accounts receivable \x0d\ loan: sales revenue \x0d\3, profit and loss distribution \x0d\ partnership. According to the salary and capital reward, the balance is distributed according to the agreed proportion. \x0d\( 1) Carry-forward sales revenue: \x0d\ debit: sales revenue \x0d\ credit: current year's profit \x0d\(2) Carry-forward cost \x0d\ credit: current year's profit \x0d\ management expenses \ There are two main ways: one is the withdrawal of the original partner. The second is the joining of new partners. Necessary records shall be made on the matters of quitting the partnership and joining the partnership. The withdrawal of partners generally refers to more than three partners; When two people are in partnership, one of them quits, which is the disintegration of the partnership. There are generally two ways for partners to quit the partnership: one is to "sell shares to the outside world" and the other is to transfer shares to other partners. \x0d\ Lending: partner's capital -A \x0d\ Loan: partner's capital -B \x0d\ the selling price and payment method of the equity are completely private affairs of the withdrawing party; However, no matter how much the price is, it cannot affect the total capital of the partnership. Therefore, you only need to enter the equity change in the account. If partner A sells the equity to partner B, then only the changes of the equity accounting entries will appear in the account books. \x0d\ Debit: Partner Capital -A \x0d\ Loan: Partner Capital -B \x0d\ If Partner A sells 70% of its equity to Partner B and 30% to Partner C, the accounting entries are as follows: \x0d\ Debit: Capital -A \x0d\ Loan: