Questions about the newly revised Partnership Law

The significance of a limited liability partnership is that it stipulates that each partner still bears unlimited liability for the debts of the partnership, but only for the debts of the partnership caused by the business or fault for which he is responsible, and not for the debts caused by the fault of the other partners.

Limited partnership is mainly applicable to venture capital, and a professional management institution or individual with a good sense of investment is used as a general partner, bearing unlimited joint and several liability, and is responsible for the operation and management of the enterprise; The limited partners who are the investors of the funds enjoy the benefits of the partnership and only bear limited liability for the debts of the enterprise.

On the issue of external liability, the general partners of both the partnership and the limited partnership bear unlimited joint and several liability, while the directly related partners(s) of the limited liability partnership shall bear unlimited joint and several liability for the huge debts caused by their wrongful acts. Therefore, for the creditors of the partnership, once his claims exceed the scope of the registered capital of the partnership, there are always partners who can bear the rest of the debts indefinitely in accordance with the provisions of the law or the articles of association of the partnership. In this respect, the partnership retains its character of unlimited liability.

A limited partnership means that there are both limited partners and general partners in a partnership, and the limited partners bear limited liability for the amount of their capital contributions, but cannot participate in the company's decision-making and operation, and some passive investors are applicable.

A limited liability partnership means that the partners bear unlimited joint and several liability for the debts for which they are directly and primarily liable, while the other innocent partners are only liable for the amount of their capital contributions.

In terms of the legal liability of partners, the main differences between the new partnership law and the old partnership law:

1. The amended Partnership Enterprise Law clearly stipulates that a limited partnership shall be composed of general partners and limited partners, and the general partners shall bear unlimited joint and several liability for the debts of the partnership, and the limited partners shall be liable to the extent of their subscribed capital contributions.

2. The limited partners in a limited partnership shall only bear limited liability for the debts of the partnership, and in order to protect the interests of the counterparty, some information of the limited partnership shall be publicized so that the counterparty of the transaction can be informed. Therefore, the amended Partnership Enterprise Law stipulates that the name of a limited partnership shall be marked with the words "limited partnership"; The name of the limited partner and the amount of capital contribution subscribed shall be clearly stated in the registration of the limited partnership.

3. Exemption from the protection of limited liability of limited partners. It is not absolute for a limited partner to bear limited liability for the debts of the partnership, and when a statutory circumstance arises, the limited partners will also bear unlimited joint and several liability for the debts of the partnership.

1. The partnership is a contractual enterprise, and the **** is an equity enterprise.

China's "Partnership Enterprise Law" stipulates that a partnership enterprise is an enterprise in which the partners enter into a partnership agreement in accordance with the law, jointly contribute, operate in partnership, share benefits, share risks, and bear unlimited joint and several liability. The partnership agreement is the basis for the partners to enjoy the rights and assume the obligations, and the methods, amounts and terms of the partners' capital contributions, the methods for the partners to distribute profits and share losses, and the execution, dissolution and liquidation of the partnership enterprise are all operated in accordance with the partnership agreement concluded in accordance with the law.

The Company Law stipulates that the shareholders shall be liable to the company within the limit of their capital contribution in accordance with the proportion of their capital contributions, and shall enjoy the rights of the owner's assets, major decision-making and selection of managers according to the amount of capital invested in the company.

Second, the partnership does not have legal personality, **** has legal personality, which is the main difference between a partnership and a company.

This distinction has two meanings, the first is that the partnership only has a relatively independent personality, and **** has an absolutely independent personality. Second, it shows that the property of the partnership is only relatively independent, and the property of **** is absolutely independent.

A partnership is a combination of independent partners under a partnership agreement and has the nature of a personal partnership. A partnership only has a relatively independent personality, and it conducts business activities as an independent entity, and can own property in its own name, participate in litigation, and enjoy various other rights, but in terms of bearing debt liabilities, partners and partnerships have a joint and several relationship. The partners are jointly and severally liable for the debts of the enterprise, and each partner can enjoy rights and assume obligations on behalf of the other partners, even if they have an internal agreement on the proportion of debt liability, they cannot resist the external unlimited joint and several liability.

Third, the difference between partnership and **** in terms of responsibility is closely related to the difference between them in the structure of the right to celebrate the right of the industry.

The ownership structure of a partnership is a monistic structure, whereas the ownership structure of a corporation is a binary structure. The property of the partnership is not owned by the partnership organization, but is jointly owned by the partners, so the partners and the partnership are jointly and severally liable.

Fourth, there are also obvious differences between partnerships and companies, such as the method of establishment, the operating structure, the withdrawal and transfer of investment, and the continuation and dissolution of enterprises.

In short, the essential difference between the New Partnership Law and the New Company Law is that all partners of a partnership enterprise are jointly and severally liable for the debts of the partnership without limits. The company's shareholders shall be liable to the company to the extent of their capital contributions, and the company shall be liable for the company's debts to the extent of all its assets (if the shareholders of the company abuse the independent status of the company's legal person and the limited liability of shareholders, evade debts, and seriously damage the interests of the company's creditors, they shall be jointly and severally liable for the company's debts).