What are the pros, cons, pros and cons of choosing a limited partnership if you want to start a busi

A limited partnership consists of a general partner and a limited partner, and the general partner is jointly and severally liable for the debts of the partnership.

Limited partners are liable for the debts of the partnership to the extent of their subscribed capital contributions.

The limited partnership realizes the separation of enterprise management rights and capital contributions, and can combine the advantages of enterprise management and capital parties, so it is the main organizational form of foreign private equity, and we are familiar with the Blackstone Group.

Sequoia Capital is a partnership.

Differences and advantages between the two:

1. The general partner shall not conduct transactions with the enterprise, unless otherwise agreed in the partnership agreement or otherwise agreed by all partners; Limited partners may conduct transactions with the enterprise, unless otherwise agreed in the partnership agreement;

2. The general partner shall not engage in business that competes with the partnership on its own or in joint venture with others; Limited partners may, unless otherwise agreed in the partnership agreement;

3. General partnership.

The partnership agreement must not provide for the distribution of all profits.

to some partners; A limited partnership shall not distribute all profits to some of its partners, unless otherwise agreed in the partnership agreement;

4. If the general partner pledges his share of the property in the partnership, it must be unanimously agreed by the other partners; Without the unanimous consent of the other partners, the act is invalid; A limited partner may pledge its share of property in the limited partnership, unless otherwise agreed in the partnership agreement.

The official website shall prevail.

Advantages: (Datong Tiancheng) limited partnership realizes the separation of enterprise management rights and capital contribution rights, and can combine the advantages of enterprise management and capital parties.

Benefits: Tax incentives and flexible distribution mechanisms.

Disadvantages: imperfect supporting measures, whether the business administration personnel are familiar with the registration process of the limited partnership.

Disadvantages: The integrity of the partner cannot be guaranteed, and the establishment of an account still needs to be executed.

The advantages and disadvantages of a limited partnership are as follows:

1. Advantages: limited partners are liable for the debts of the partnership to the extent of their subscribed capital contributions, so that the partners do not have to bear unlimited joint and several liability; The disadvantage of a limited partnership is that the limited partners cannot participate in the management of affairs. A for-profit organization established in China in which each partner enters into a partnership agreement, jointly contributes capital, operates in partnership, shares profits and risks, and bears unlimited joint and several liability for the debts of the partnership;

2. The limited partnership company has the following shortcomings: the company is small in scale, and the equity transfer procedure is relatively complicated.

Partnership Enterprise Law of the People's Republic of China

Article 61.

A limited partnership is established by two or more partners and less than fifty partners; However, unless otherwise provided by law. A limited partnership should have at least one general partner. Article 62.

The name of the limited partnership shall be marked with the words "limited partnership". Article 2.

The term "partnership" as used in this Law refers to a for-profit organization established in China in accordance with this Law, in which each partner enters into a partnership agreement, jointly contributes capital, operates in partnership, shares profits and risks, and bears unlimited liability for the debts of the partnership.

1. Partnership.

1) Pros. The cost of setting up is low, but it is higher than that of a sole proprietorship, and it is quick to set up, and there are limited liabilities for limited partners.

2) Disadvantages. It is difficult for unlimited partners to bear unlimited liability, but it is easier than that of a sole proprietorship, and it is difficult to transfer property rights.

2. Limited liability company.

1) Pros. a.The limited liability company not only retains the advantages of limited liability of shares, but also overcomes the shortcomings of dispersed equity and weak sense of responsibility of shareholders;

b.The limited liability company not only inherits the advantages of the company's shares that can be transferred, but also overcomes the shortcomings of too frequent share transfers;

c.The procedure for setting up a limited liability company is simpler than that of shares, and the internal management is relatively easy.

2) Disadvantages. a.The scale and scope of the financing of the limited liability company are strictly limited and cannot compete with the shares;

b.There are strict restrictions on the transfer of shares by the company, and even when the shareholders are dissatisfied with the company's operation, they cannot freely transfer their capital contributions, which is not conducive to the effective supervision of the operators.

Article 73 of the Law of the People's Republic of China on Partnership Enterprises of the People's Republic of China stipulates that during the reorganization period, upon the application of the debtor and the approval of the people's court, the debtor may manage its property and business affairs on its own under the supervision of the administrator.

In the case of the circumstance provided for in the preceding paragraph, the administrator who has taken over the debtor's property and business affairs in accordance with the provisions of this Law shall hand over the property and business affairs to the debtor, and the functions and powers of the administrator provided for in this Law shall be exercised by the debtor.

Article 64 of the Partnership Enterprise Law of the People's Republic of China provides that the resolution of the creditors' conference shall be passed by more than half of the creditors with voting rights present at the meeting, and the amount of creditor's rights represented by it shall account for more than one-half of the total amount of unsecured creditor's rights. However, except as otherwise provided in this Law.

If a creditor believes that the resolution of the creditors' conference violates the provisions of the law and harms its interests, it may, within 15 days from the date on which the creditors' conference makes the resolution, request the people's court to rule to revoke the resolution and order the creditors' conference to make a new resolution in accordance with law.

The resolution of the creditors' meeting shall be binding on all creditors.

Article 61 of the Partnership Enterprise Law of the People's Republic of China The creditors' conference exercises the following functions and powers:

1) Verification of creditor's rights;

2) Applying to the people's court to replace the manager, and reviewing the manager's fees and remuneration;

3) Supervisors and supervisors;

4) the appointment and replacement of members of the creditor committee;

5) decide to continue or cease the debtor's business;

6) Adoption of the reorganization plan;

vii) Adoption of a settlement agreement;

8) Adopt a plan for the management of the debtor's property;

9) Approval of the bankruptcy estate's sale plan;

10) Approve the distribution plan of the bankruptcy estate;

11) Other functions and powers that the people's court deems should be exercised by the creditors' conference.

The creditors' conference shall make minutes of the resolution of the matters discussed.

The advantage of a limited partnership is that the limited partners are liable for the debts of the partnership to the extent of their subscribed capital contributions, so that the partners do not have to bear unlimited joint and several liability; The disadvantage of a limited partnership is that the limited partners cannot participate in the management of affairs.

Legal basis

Article 2 of the Partnership Enterprise Law of the People's Republic of China.

For the purposes of this Law, the term "partnership" refers to the general partnership and limited partnership established by natural persons, legal persons and other groups in accordance with this Law.

The general partnership is composed of general partners, and the partner Yinzao bears unlimited joint and several liability for the debts of the partnership. Where this Law has special provisions on the form of liability of the general partner, follow those provisions.

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.

Compared with a sole proprietorship, a partnership can raise capital from a large number of partners, and the partners repay debts together, which reduces the risk of bank loans and improves the financing ability of the enterprise;

Compared with sole proprietorship, partnership can allow more investors to play a complementary role, such as technology, intellectual property rights, land and capital cooperation, and more investors, related to their own vital interests, everyone work together to plan, brainstorm, enhance the comprehensive competitiveness of enterprises;

Compared with ordinary companies, since at least one of the partners has unlimited liability, the interests of creditors are more protected, and theoretically speaking, under the pressure of such unlimited liability, the reputation of the enterprise can be enhanced;

Disadvantages of a limited partnership:

Due to the unlimited joint and several liability of the partnership, people who do not know the partners very well generally do not dare to join the partnership; Even if the person who joins the company as a limited liability person, because the limited liability person cannot participate in the management of affairs, this will cause the limited liability person to worry about the unlimited liability person, afraid that he will not do it wholeheartedly, and the unlimited liability person will feel that all the operations are doing it by himself when the dividends are paid, and the limited liability person will sit back and make a profit with a little capital investment, and will feel aggrieved. Therefore, it is difficult for a partnership to become bigger and stronger;

Although joint and several liability is theoretically beneficial to the protection of creditors, it is often not the case in practice. If one partner has the ability to pay off the debts of the entire enterprise, and the other partners do not even have the ability to pay off their share, the capable partner should pay off all the debts owed by the enterprise in terms of joint and several liability. However, if he does this, it will be troublesome for him to go to other partners to recover the debts he has advanced, so he will not bear all the debts independently in this way, and he may even wait for everyone to repay his share.

The advantages of a limited partnership are:

1.A limited partnership can raise capital from a large number of partners, and the partners can repay debts together, reducing the risk of bank loans and improving the company's financing ability;

3.At least one of the limited partnerships has unlimited liability, so that the interests of creditors are better protected;

The disadvantages of a limited partnership are:

1.Due to the unlimited joint and several liability of a limited partnership, people who do not know the partners very well do not dare to join the partnership; Even if the limited liability person joins the occupation as a limited liability person, the limited liability person cannot participate in the management of affairs;

2.The limited partnership is jointly and severally liable.

According to the provisions of the Partnership Enterprise Law, a partnership is an enterprise in which the partners enter into a legal 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 rights and obligations of the partners.

Limited Partnership Cons:

1. Compared with the association, the capital of the partnership and the credit capacity of the enterprise are limited, and the company cannot issue bonds and bonds, which makes the scale of the partnership impossible to be too large.

2. The responsibility of the partners is much greater than the responsibility of the shareholders of the company, and the joint and several liability between the partners makes the partners need to be responsible for the business behavior of their partners, which increases the risk of the partners.

3. Due to the strong personal nature of the partnership, the bankruptcy, death or withdrawal of any partner may lead to the dissolution of the partnership, so its duration cannot be very long.

Legal basis

Please click to enter a description (up to 18 words).

Partnership Enterprise Law of the People's Republic of China

Article 61 A limited partnership shall be established by two to fifty partners; However, unless otherwise provided by law. A limited partnership should have at least one general partner.

Article 62 The name of a limited partnership shall be marked with the words "limited partnership."

The term "partnership enterprise" as used in this Law refers to a for-profit organization established within the territory of China in accordance with this Law in which each partner enters into a partnership agreement, jointly contributes capital, operates in partnership, shares profits, and shares risks, and bears unlimited joint and several liability for the debts of the partnership enterprise.