What is the organizational structure of a partnership?

Although a partnership is both a partnership and a partnership, it is still essentially a partnership of persons. The unique property co-ownership relationship, partnership relationship and joint and several liability relationship of a joint venture determine that the power and behavioral capacity of the partnership are not completely separated from the partners, that is, the partnership does not have an independent legal personality, which is the legal basis for the allocation of internal power of the partnership.

During the existence of the partnership, the capital contributions of the partners and all the income obtained in the name of the partnership are the property of the partnership in law, but because the partnership itself does not have independent legal personality and cannot have ownership of its property, the partners have not lost the ownership of the capital contribution to the partnership, and the property of the partnership is still shared by all partners.

This is the legal definition of the nature of partnership property in countries around the world. Under simple commodity economic conditions, Roman law defined the property of a partnership as co-ownership by shares, i.e., the ownership of each partner according to their share of capital contribution.

The joint ownership of the property of the partnership by the partners determines the ownership and management rights of the partnership.

1. It is not separated. Each partner is both the owner and operator of the partnership, which forms a joint business relationship between the partners.

Partnerships organically connect each partner through a consistent for-profit purpose and stakes. If the operation is successful and the benefits are obtained, each partner shall distribute them according to the proportion agreed in the agreement, and if the operation fails and the partnership property is insufficient to pay off the debts of the partnership, each partner shall bear unlimited joint and several liability.

Therefore, a partnership is a community of interests in which partners with independent personalities and equal status jointly contribute, operate together, share profits and share risks.

This kind of community of interests does not have an independent legal personality, and the will and behavior of all partners are the will and behavior of the partnership, and the partnership naturally does not have to set up special decision-making organs, executive organs, and supervisory organs like a company, and allocate internal powers among these institutions.

As independent members of the community of interests, each partner naturally has the right to directly and democratically manage the affairs of the partnership, and can fully enjoy the equal right to participate in the management of the affairs of the partnership.

The partners have different investments, so it also determines who has the final say, that is, the chairman. If it is the same capital contribution, then it must be clear what method should be used when there is a major decision-making opinion, and who should have the final say, and it must also be clear who is the chairman. As for the general manager, it can be jointly hired or one of the directors can be the director.

To put it bluntly, there must be a clear understanding of who is the biggest.

A partnership enterprise refers to an enterprise in which two or more people invest in accordance with the agreement, jointly operate and bear the profits and losses together. The property of a partnership enterprise is jointly owned by all partners and jointly operated, and the partners are jointly and severally liable for the debts of the enterprise.

A partnership enterprise may also refer to the corporate management model and set up a general meeting of shareholders, a board of directors and a board of supervisors. The general meeting of shareholders elects the board of directors and the chairman of the board of directors, as the decision-making body of the enterprise, and the chairman appoints the general manager to establish the executive body of the enterprise.

Partnership system, partnership company refers to the organization form in which two or more partners own the company and share the company's profits, and the partnership orange hand person is the owner or shareholder of the company. Its main features are: the partners share the operating income of the enterprise and jointly bear unlimited liability for the operating losses; It can be operated by all partners, or it can be operated by some partners, and the other partners only contribute capital and are responsible for their own profits and losses; The size of the composition of the partners can be large or small.

1. On the concept of partners. A partner is a relatively common concept in jurisprudence, usually referring to a natural or legal person who invests in a partnership with his assets, participates in the partnership, enjoys rights and obligations according to the agreement, and bears unlimited (or limited) liability for the debts of the enterprise. Partners should have the capacity for civil rights and conduct.

In actual legislation, the requirements for partners to invest in a partnership enterprise and operate a partnership are generally the same in various countries, while the natural status of a partner, the form in which a partner bears responsibility for the debts of an enterprise, and the limitation of "civil capacity" vary due to differences in legal systems and customs. In terms of the identity of the partners, most countries stipulate that the partners can be natural persons or legal persons, that is, legal persons are allowed to participate in the partnership; A few countries prohibit legal persons from participating in partnerships. In terms of the capacity of the partners, all countries prohibit the participation of incapacitated persons in partnerships, but some countries allow the restriction of the participation of persons in partnerships, while others restrict or prohibit them.

2. On the form of liability of the partners. The form of liability of a partner refers to the way in which a partner bears responsibility for the debts of a partnership enterprise, which is the basic characteristic that distinguishes a partnership from a legal enterprise. As for the form of liability of partners, the laws of different countries have different provisions, some require all partners to bear unlimited liability, some stipulate that partners can bear limited liability, some allow some partners to bear limited liability on the basis of unlimited liability for enterprise debts, and some also require partners with unlimited liability to bear joint and several liability for enterprise debts.

China's Partnership Enterprise Law stipulates that partners shall bear unlimited joint and several liability for the debts of the partnership. 3. Rights and obligations of partners. As investors in a partnership, partners have rights and obligations in the business.

Generally speaking, the right of a partner is to operate a partnership, participate in the execution of partnership affairs, and enjoy the distribution of profits from the enterprise; The obligation is to comply with the partnership agreement, bear the operating losses of the enterprise, and increase the investment in the enterprise as needed. Since a partnership is a personal enterprise, the rights and obligations of the partners are mainly stipulated in the partnership agreement, and some specific rights and obligations can also be jointly determined by all partners after the fact. However, the law also regulates the specific rights and obligations of some partners.

At present, there are basically three types of enterprises in China that implement the partnership system, accounting firms, law firms and consulting companies, and the meaning of "partnership system" is also very different.

A limited liability company enjoys independent property rights, and the company is liable for the company's debts with all its property, and the creditor's rights are also enjoyed by the company. According to the relevant laws and regulations, a partnership does not have the independent status of a legal person and is more compatible than a limited liability company.

Article 3 of the Company Law A company is an enterprise legal person, has independent legal person property, and enjoys the property rights of a legal person. The company is liable for the debts of the company with all its property. The shareholders of a limited liability company shall be liable to the company to the extent of the amount of capital they have subscribed; The shareholders of the shares are liable to the company to the extent of the shares they subscribe.

Article 4 The shareholders of the company shall enjoy the rights of asset returns, participation in major decision-making and selection of managers in accordance with the law.

A partnership refers to a for-profit organization in which the partners enter into a partnership agreement, jointly contribute, operate together, share profits and risks, and bear unlimited joint and several liability for the debts of the enterprise. It also refers to the form of enterprise organization established by natural persons, legal persons and other organizations in China in accordance with the Partnership Enterprise Law of the People's Republic of China, where two or more natural persons jointly contribute to the operation, share profits and losses, and share risks through the conclusion of a partnership agreement.

Civil Code of the People's Republic of China

Article 102.

An unincorporated organization is an organization that does not have the qualifications of a Tongran legal person, but can engage in civil activities in its own name in accordance with the law.

Unincorporated organizations include sole proprietorships, partnerships, and professional service organizations that do not have the status of a legal person.

Civil Code of the People's Republic of China

Article 103.

Unincorporated organizations shall be registered in accordance with the provisions of law.

Where laws or administrative regulations provide that the establishment of an unincorporated organization must be approved by the relevant organs, follow those provisions.

Summary. Different ways of operation and management: 1. Unless otherwise agreed in the partnership agreement, in a general partnership, all partners have the same rights to execute partnership affairs, and each partner has the right to participate in the operation.

In accordance with the provisions of the partnership agreement or the decision of all partners, one or more partners may be entrusted to represent the partnership and carry out partnership affairs. 2. In a limited partnership, the general partner shall perform the partnership affairs, and the limited partners shall only bear the obligation of capital contribution and share the profits, and shall not participate in the operation of the partnership affairs, nor shall they represent the limited partnership to the outside world.

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There are different requirements for the number of partners: 1. To establish a general partnership, there must be more than 2 partners, and there is no limit on the number of partners in a general partnership (there is no upper limit). 2. For the establishment of a limited Qinglu partnership, the law has a limit on the number of partners of the limited partnership, that is, 2 to 50 people.

There must be at least 1 general partner.

There are differences in the way of liability: 1. In the general partnership, the general partner bears unlimited joint and several liability for the debts of the partnership. 2. In a limited partnership, the general partner shall be jointly and severally liable for the debts of the partnership, and the limited partner shall bear limited liability for the debts of the troubled enterprise of the partnership to the extent of capital contribution.

The form of liability of a limited partner is equivalent to that of a limited liability company and a shareholder of the shares.

The nature of the property contribution method and the capital contribution bridge are different: 1. In a general partnership, the capital contribution methods of the partners are diverse, including: currency, physical goods, intellectual property rights, land use rights or other property rights, and labor services.

2. In a limited partnership, the limited partners may make capital contributions in money, in kind, intellectual property rights, land use rights or other destructive property rights, but shall not contribute capital in the form of labor services.

Different ways of operation and management: 1. Unless otherwise agreed in the partnership agreement, in a general partnership, all partners have the same rights to execute partnership affairs, and each partner has the right to participate in the operation. In accordance with the provisions of the partnership agreement or the decision of all partners, one or more partners may be entrusted to represent the partnership and carry out partnership affairs.

2. In a limited partnership, the general partner shall perform the partnership affairs, and the limited partner shall only bear the obligation of capital contribution and share the profits, and shall not participate in the operation of partnership affairs, nor shall he represent the limited partnership to the outside world. Clan height.

A partnership enterprise refers to an enterprise organization in which two or more natural persons jointly contribute to the operation of the partnership, share profits and losses, and share risks through the conclusion of a partnership agreement. There are two types of partnerships, namely general partnerships and limited partnerships.

1. The maximum number of people in the partnership.

The limited partnership is established by two or more than 50 Hezhou Hailridge gangs; However, unless otherwise provided by law. A limited partnership should have at least one general partner. According to the provisions, natural persons, legal persons and other organizations may establish a limited partnership in accordance with the provisions of law, but wholly state-owned companies, state-owned enterprises, listed companies, public welfare institutions and social organizations shall not become general partners of a limited partnership.

If there are only limited partners left in the limited partnership, it shall be dissolved; If only a general partner is left in a limited partnership, it shall be converted into a general partnership.

2. How to register a partnership company?

A partnership refers to a for-profit organization in which the partners enter into a partnership agreement, jointly contribute, operate together, share benefits, share risks, and bear unlimited joint and several liability for the debts of the enterprise. Go to the administrative department for industry and commerce to register, provide relevant materials, and the administrative department for industry and commerce will meet the conditions for registration after review.

3. Does the partnership have registered capital?

As a unique form of organization, the general partnership is shared by the partners and bears the profits and losses, and the partners bear unlimited liability for the enterprise and can contribute capital with labor services, and the property and liability of the partnership under the partnership system are not independent. Therefore, a partnership does not require registered capital.

With regard to the registered capital, it is a requirement of the Company Law for the limited liability of the company under the company system, and the company bears external liability with its assets, which is an independent liability under an independent legal personality. In addition, there is a difference between a limited partnership and a general partnership, and a limited partnership is limited to the amount of its subscribed capital contribution and bears limited liability to the partnership. In essence, it does not require registered capital.

Article 2 of the Partnership Enterprise Law of the People's Republic of China The term "partnership enterprise" as used in this Law refers to the general partnership and limited partnership established by natural persons, legal persons and other organizations within the territory of China in accordance with this Law. A general partnership is formed by general partners, who are jointly and severally liable for the debts of the partnership. If there are special provisions in this Law on the form of liability of the general partner, such provisions shall prevail.

A limited partnership consists of a general partner and a limited partner, with the general partner jointly and severally liable for the debts of the partnership, and the limited partner liable for the debts of the partnership to the extent of their subscribed capital contributions.