How is the distribution of profits from a partnership regulated?

According to Article 33 of the Partnership Enterprise Law of the People's Republic of China, the profit distribution and loss sharing of a partnership enterprise shall be handled in accordance with the provisions of the partnership agreement; If the partnership agreement is not agreed upon or the agreement is not clear, the partners shall decide through consultation; If the negotiation fails, the partners shall distribute and share according to the proportion of paid-in capital contributions; If the proportion of capital contribution cannot be determined, it shall be equally distributed and shared by the partners. The partnership agreement shall not stipulate that all profits shall be distributed to some of the partners or that some of the partners shall bear all losses.

Distribution of profits of general partnerships:

1. The partnership agreement must not stipulate that all profits will be distributed to "partial" partners.

2. If the partnership agreement is not stipulated or the agreement is not clear, the partners shall decide through consultation; If the negotiation fails, the partners shall distribute it according to the proportion of the paid-in capital contribution; If the proportion of capital contribution cannot be determined, it shall be distributed equally by the partners.

Distribution of profits of a limited partnership.

1. The distribution of profits of the limited partnership shall be handled in accordance with the provisions of the partnership agreement.

2. If the partnership agreement is not stipulated or the agreement is not clear, the partners shall decide through consultation; If the negotiation fails, the partners shall distribute it according to the proportion of the paid-in capital contribution; If the proportion of capital contribution cannot be determined, it shall be distributed equally by the partners.

3. A limited partnership shall not distribute all profits to some partners; However, unless otherwise agreed in the partnership agreement.

Extended Information: Basic Principles of Profit Distribution.

The principle of distribution according to law.

The object of enterprise profit distribution is the net profit of the enterprise after paying income tax, and these profits are the rights and interests of the enterprise, and the enterprise has the right to distribute it independently. The relevant laws and regulations of the state have also made relatively clear provisions on the basic principles, general order and major proportions of enterprise profit distribution, and their purpose is to ensure the orderly progress of enterprise profit distribution, safeguard the legitimate rights and interests of enterprises, owners, creditors and workers, and promote enterprises to increase accumulation and enhance their ability to prevent risks. The state's laws and regulations on profit distribution mainly include the Company Law and the Law on Foreign-Invested Enterprises, and enterprises must earnestly implement the above-mentioned laws and regulations in the distribution of profits.

The distribution of profits is a major matter within the enterprise, and the articles of association of the enterprise must make specific and clear provisions on the principles, methods, and decision-making procedures of the enterprise's profit distribution on the premise of not violating the relevant provisions of the state, and the enterprise must also act in accordance with the regulations in the distribution of profits.

ONE Front. Distribution of profits of a limited partnership.

1. The distribution of profits of the limited partnership shall be handled in accordance with the provisions of the partnership agreement.

2. If the partnership agreement is not agreed or the agreement is not clear, it shall be decided by the partners through consultation, and if the negotiation fails, the partners shall distribute according to the proportion of capital contribution paid, and if the proportion of capital contribution cannot be determined, the partners shall distribute it equally;

3. A limited partnership shall not distribute all profits to some partners;

Distribution of profits of general partnerships:

1. The partnership agreement must not stipulate that all profits will be distributed to "partial" partners.

2. If the partnership agreement is not agreed or the agreement is not clear, the partners shall decide through consultation.

2. Analyze the details.

A partnership has an advantage over a sole proprietorship in terms of capital expansion. A sole proprietorship enterprise has only one investment, and although there is a situation where the entire family property becomes the capital of the sole proprietorship, the capital scale of such enterprises is relatively weak and the ability to resist risks is relatively weak. In order to expand capital, individual investments can be organized and operated in a joint and partnership manner, thus solving the problem of short-term capital accumulation.

3. Partnership registration conditions and procedures.

1. There are more than two partners. If the partner is a natural person, he or she shall have full capacity for civil conduct;

2. Have a written partnership agreement;

3. Capital contributions subscribed or actually paid by partners;

4. Have the name of the partnership and the place of production and operation;

5. After consultation, collect and fill in the "Application for Pre-approval of Name" and "Designated Power of Attorney", and prepare relevant materials at the same time;

6. Submit the name registration materials, receive the "Name Registration Acceptance Notice" and wait for the name approval result;

7. Collect the Notice of Pre-approval of Enterprise Name on the date determined by the Notice of Acceptance of Name Registration, and at the same time receive the Application for Establishment and Registration of Enterprises; If the business scope involves pre-approval, the relevant approval procedures shall be handled;

8. Submit the application materials, and receive the "Notice of Acceptance" after the materials are complete;

9. Pay the registration fee and receive the license according to the date determined in the "Notice of Acceptance".

According to Article 33 of the Partnership Enterprise Law of the People's Republic of China, the profit distribution and loss sharing of a partnership enterprise shall be handled in accordance with the provisions of the partnership agreement; If the partnership agreement is not agreed upon or the agreement is not clear, the partners shall decide through consultation; If the negotiation fails, the partners shall distribute and share according to the proportion of paid-in capital contributions; If the proportion of capital contribution cannot be determined, it shall be equally distributed and shared by the partners.

The co-sedan agreement shall not stipulate that all profits shall be distributed to some partners or that all losses shall be borne by some partners.

Looking at the provisions of the partnership agreement, there is no agreement that it can be divided equally or according to the proportion of capital contribution. Individual partners pay individual income tax, and enterprises pay corporate income tax for merger companies.

According to the notice of the Ministry of Finance and the State Administration of Taxation on the income tax of partners of partnership enterprises, Cai Shui [2008] No. 159, the partners of a partnership shall determine the taxable income in accordance with the following principles:

1. The partners of the partnership shall determine the taxable income according to the distribution ratio agreed in the partnership agreement with the production and operation income and other income of the partnership enterprise.

2. If the partnership agreement is not agreed or the agreement is not clear, the amount of taxable income shall be determined in accordance with the distribution ratio determined by the partners through consultation with all the income from production and operation and other income.

3. If the negotiation fails, the taxable income shall be determined according to the proportion of the partner's paid-in capital contribution based on all production and operation income and other income.

4. If it is not possible to determine the proportion of capital contribution, the taxable income of each partner shall be calculated on an average basis according to the number of partners based on all production and operation income and other gains. The partnership agreement must not provide for the distribution of all profits to a portion of the partners.

If the partners of a partnership are legal persons or other organizations, the partners shall not use the losses of the partnership to offset their profits when calculating their payment of enterprise income tax.