Partnership shop
Enterprise nature
It does not have the qualification of a legal person, nor does it have the ability to bear civil liability independently. Is an independent civil subject and can engage in civil activities in its own name.
investor
The investor is a natural person; (2) Investors bear unlimited liability; (3) Persons prohibited from engaging in profit-making activities shall not be regarded as investors.
Investors can only be citizens of China.
There are more than two partners
Enterprise name
Words such as "limited", "limited liability" or "company" shall not be used.
Issue capital
Capital contribution can be in cash, in kind, land use rights, intellectual property rights or other property rights.
Where an investor makes personal contribution with family property, it shall be indicated in the application for registration of establishment (change).
With the unanimous consent of all the partners, the partners may also contribute capital with labor services.
Enterprise affairs management
You can manage the affairs of the enterprise by yourself, or you can entrust or hire others to manage the affairs of the enterprise, but the internal restrictions of the enterprise shall not oppose the uninformed and bona fide third party.
After the dissolution of the enterprise, the order of property liquidation
(a) arrears of wages and social insurance premiums for employees; (2) Tax owed; ③ Other debts (the rest are owned by investors)
(1) Wages and labor insurance fees owed by the partnership; (2) Tax owed by the partnership; (3) Debt of the partnership enterprise; (4) Return the capital contribution of the partners (there is still surplus, which will be distributed among the partners as agreed).
After the dissolution of the enterprise, the debt repayment responsibility during the existence of the enterprise will be eliminated after 5 years.
Company nature:
Companies are classified according to their organizational forms and different forms of external responsibilities, mainly limited liability companies and joint stock limited companies:
1. Limited liability company. A limited liability company is an enterprise legal person established in accordance with the Company Law of People's Republic of China (PRC). Shareholders shall be liable to the Company to the extent of their capital contribution, and the Company shall be liable to its debts with all its property. According to the new Company Law, the conditions for establishing a limited liability company are:
1. It is established by capital contribution of less than 50 shareholders;
2. The minimum registered capital of a limited liability company is RMB 30,000 yuan, but it can be paid in installments (the initial contribution of all shareholders of the company shall not be less than 20% of the registered capital, nor shall it be less than the statutory minimum registered capital, and the rest shall be paid by shareholders within two years from the date of establishment of the company; Among them, the investment company can pay in full within five years);
3. Shareholders can make capital contributions in currency, or in kind, intellectual property rights, land use rights and other non-monetary properties that can be valued in currency and can be transferred according to law, except those that are not allowed as capital contributions according to laws and administrative regulations. The monetary contribution of all shareholders shall not be less than 30% of the registered capital of a limited liability company.
Among them, special provisions have been made for one-person limited liability companies. A one-person limited liability company refers to a limited liability company with only one natural person shareholder or one corporate shareholders. The minimum registered capital of a one-person limited liability company is RMB 100,000. Shareholders shall pay in full the capital contribution stipulated in the Articles of Association.
2. Limited shares. A company limited by shares is characterized in that all its capital is divided into equal shares, shareholders are liable to the company to the extent of their shares, and the company is liable to the company's debts with all its assets. Its establishment requirements are:
1, subject. Article 79 of the Company Law stipulates: "To establish a joint stock limited company, there should be more than two promoters, and more than half of them should have their domicile in China."
2. Registered capital. The minimum registered capital of a joint stock limited company is RMB 5 million. It can also be paid in installments, but the initial contribution shall not be less than 20% of the registered capital, and the rest shall be paid in full by the promoters within two years from the date of establishment of the company; Among them, the investment company can pay in full within five years.
3. The mode of capital contribution is the same as that of a limited liability company.
There are also the following other classifications:
1. Unlimited companies, limited companies, joint-stock companies and joint-stock companies.
I. Classify companies according to different forms of shareholders' responsibility.
2. Joint ventures, joint ventures and associated companies.
Third, closed companies and open companies.
Four. Parent company and subsidiary company
Verb (abbreviation for verb) head office and branch office
Six, domestic companies, foreign companies and multinational companies
According to the relevant laws of our country, entrepreneurs can choose limited liability companies, joint stock companies, partnerships and sole proprietorship enterprises. Limited by Share Ltd is not adopted by ordinary entrepreneurs because of its high requirements for registered capital and the approval of the provincial government. There are relatively few partnerships and sole proprietorships, because entrepreneurs have unlimited responsibilities. Limited liability company is the organizational form that most entrepreneurs are willing to adopt.
According to China's current laws, the legal ways for individuals to start businesses mainly include: applying for registration to engage in individual business, setting up limited liability companies, setting up partnership enterprises and setting up sole proprietorship enterprises.
If your entrepreneurial activities are mainly based on your own or family members' labor, such as small commodity retail, catering, hairdressing, washing and ironing, flower shop, newspaper retail and other social services, I suggest you apply for registration as an individual industrial and commercial household. Individual industrial and commercial households have no statutory requirements for funds, and their operating income belongs to individual citizens or families. However, individual industrial and commercial households do not belong to economic organizations, do not have legal personality, and bear unlimited joint and several liability for their own debts; Among them, individual business is repaid with personal property, and family business is repaid with family property.
If a limited liability company is to be established, according to the new company law, the number of shareholders must be more than two and less than fifty, and its registered capital shall not be less than the minimum amount of 30,000 yuan. It can also be registered as a one-person limited liability company with a minimum registered capital of 654.38 million yuan, which needs to be paid in one lump sum. Shareholders can contribute capital in cash, in kind, industrial property rights, non-patented technology and land use rights. Physical objects, industrial property rights, non-patented technologies or land use rights as capital contributions must be appraised and valued, and the property must be verified, and the valuation shall not be overestimated or underestimated. The amount contributed by industrial property rights (mainly patents and trademarks) and non-patented technologies shall not exceed 20% of the registered capital of the company, but high-tech achievements recognized by relevant state departments may account for 35% of the registered capital. Therefore, if you start a business in the form of limited liability, your actual cash and monetary contribution may be much lower than100000 yuan, except for other shareholders' contributions and non-monetary property that can be used as capital contribution. Shareholders of a limited company shall make capital verification by a statutory capital verification institution after the company name is approved and before the company business license is issued. A limited liability company shall be liable for its debts with its assets, and shareholders shall be liable for the company to the extent of their capital contribution. Entrepreneurship is always risky. If possible, I suggest you try to start a business in the form of a limited liability company in accordance with the company law.
If a partnership is to be established, there must be more than two partners according to the partnership enterprise law. There is no minimum requirement for the registered capital of a partnership by law, which requires mandatory capital verification by a statutory body, but requires the partners to fulfill their capital contribution obligations in the manner, amount and time limit agreed in the partnership agreement. Partners may contribute capital in cash, in kind, land use rights, intellectual property rights, other property rights and labor services. If the capital contribution is made in currency, it shall be stated in the partnership agreement or a written document approved by all partners shall be issued; If the investment is made in kind, a certificate of ownership of the kind or the use of the kind that can be used for partnership investment shall be issued; In case of capital contribution by land use right, a certificate of land use right shall be issued; Where intellectual property rights are used as capital contribution, a certificate of ownership or use right of intellectual property rights shall be issued; If the certificate of ownership and use right cannot be obtained, there shall be a written document approved by all partners; Where the capital contribution is made by labor services, it shall be stated in the partnership agreement or a written document approved by all partners shall be issued. A partnership is different from a limited liability company. Its debts are paid off with the property of the partnership first. When the debt is insufficient, the partners shall bear unlimited joint liability with their property. Although there is no minimum capital contribution requirement when the partnership is established, the partners are jointly and severally liable for the debts of the partnership, so the risk is greater. If you start a business in partnership, please choose your partner carefully.
In addition, the recently implemented Law on Sole Proprietary Enterprises stipulates that a natural person may establish a sole proprietorship enterprise. The law also does not stipulate the minimum capital contribution of the investor and the requirements of the statutory capital verification institution for capital verification, but only stipulates the capital contribution that the investor must declare. The capital contribution declared by investors includes the amount of capital contribution and the mode of capital contribution. The amount of capital contribution refers to the amount of capital contribution made by investors in currency and the amount of capital contribution made in kind, land use rights, intellectual property rights or other property rights. The amount of capital contribution declared by investors shall be commensurate with the production scale of the enterprise. The mode of capital contribution means that the investor contributes with personal property or family property as personal capital contribution. If personal property is used as personal contribution, it shall bear unlimited liability for the company's debts with family property according to law. It is worth noting that after the dissolution of a sole proprietorship enterprise, the original investor shall still be liable for paying off the debts of the sole proprietorship enterprise during its existence, but if the creditor fails to give the debtor a payment instruction within five years, the liability shall be extinguished. Compared with limited companies and partnerships, sole proprietorship enterprises can better meet the needs of individuals who lack funds and are unwilling to start businesses with others. If you choose a sole proprietorship enterprise to start a business, you should pay special attention to strengthening the control of various risks of the enterprise without help and supervision.