What are the top 10 differences between a limited partnership and a general partnership 10

What is the difference between a limited partner and a general partner in the execution of the affairs of a partnership?

1. Number of partners, limited to 2-50 people; Normal 2 or more.

2. Partner conditions, a limited partnership requires at least one general partner, and a general partnership requires that all partners are general partners.

3. The way of capital contribution, the general partnership can contribute capital by labor, but the limited partnership cannot do it.

4. If the capital contribution obligation is not paid off by the limited partnership, it shall bear the liability for breach of contract to other partners.

5. Profit and loss distribution, limited partnership can be distributed to some partners, ordinary cannot.

6. Liability: The general partnership partners bear unlimited joint and several liability, and the limited partners bear limited joint and several liability.

7. Managing partner: The general partner can perform affairs, and the limited partnership can only be the general partner.

Now all registered are limited partnerships.

A general partnership is not registered.

Sole proprietorship is unlimited.

If you don't understand, you can look for me.

First, the front. Difference and connection between limited partnership and general partnership:

1. In terms of liability for corporate debts, the general partner shall be jointly and severally liable for the debts of the partnership, and the limited partner shall be liable for the debts of the partnership to the extent of the amount of capital contribution subscribed;

2. In terms of transactions with enterprises, unless otherwise agreed in the partnership agreement or unanimously agreed by all partners, the general partner shall not conduct transactions with the partnership, while the limited partners may conduct transactions with the limited partnership;

3. In terms of non-competition, limited partners may operate business that competes with the limited partnership on their own or in cooperation with others.

2. Detailed analysis.

A limited partner refers to an incorporator who is liable for the debts of the partnership to the extent of its subscribed capital contribution, and because it bears limited liability, the limited partners do not participate in the operation of the enterprise in the limited partnership. General partner refers to the management institution or natural person of equity investment**.

3. What are the ways of capital contribution of the general partner?

1. The general partner may make capital contributions in money, in kind, intellectual property rights, land use rights or other property rights, or in labor services;

2. If the general partner makes a capital contribution in kind, intellectual property rights, land use rights or other property rights, and it needs to be appraised as a valuation, it may be determined by all partners through negotiation, or it can be assessed by a statutory appraisal agency entrusted by all partners;

3. If the general partner contributes capital by means of labor services, the evaluation method shall be determined by all partners through negotiation and shall be specified in the partnership agreement.

The limited partnership originates from the general partnership, but the role of the limited partnership is more and more different from the general partnership

1. The limited partnership is more stable.

In a general partnership, once a partner dies or withdraws, the partnership is generally dissolved, especially for those partnerships with long investment cycles and slow results. In a limited partnership, the death or bankruptcy of the limited partner does not have a substantial impact on the partnership. The legal status of a limited partnership is relatively independent, and the long-term operation of the enterprise can be maintained through the establishment of a withdrawal system for general partners and a capital contribution transfer system for limited partners. The limited liability of limited partners determines that their capital contributions should have repayment functions such as transferability and convertibility at any time.

This allows the members of the limited partnership to move without their share of the investment in the partnership moving, ensuring the stability of the partnership capital and the long-term stability of the partnership. It can be seen that the stability and durability of a limited partnership are stronger than that of a general partnership.

2. The limited partnership has strong financing ability.

In the case of the failure of the partnership, the partners not only do not get the partnership property, but also have to use their personal property to repay the partnership debts. The high risk makes investors very cautious, and mutual trust becomes an important condition for partnership. Whereas, a limited partnership consists of two types of partners, i.e., there should be at least one general partner and at least one limited partner.

The two types of partners are responsible for different forms. The limited partnership adopts a mixed liability system, and the limited partnership liability liability and unlimited liability coexist in a limited partnership, which reduces the unlimited liability of the general partner. Due to the provision that the limited partnership bears limited liability, it has absorbed the advantages of the company's limited liability system, broadened the financing channels, and reduced the investment risk of investors to a certain extent.

3. A limited partnership is more conducive to centralized and efficient management of partnerships.

In the general partnership, the partners work together and operate together, each partner has the right to participate in the management, and has more control and the right to speak on the management of the enterprise and the development of the enterprise, which undoubtedly has a positive and favorable side, but there are indeed great drawbacks in this way of management, each partner has the right to participate in the management, resulting in the decentralization of partnership power, which is not conducive to the concentration and efficiency of the management of the enterprise, which is very unfavorable to the enterprise in today's increasingly fierce market competition. The limited partner in the limited partnership is only responsible for the capital contribution and bears the risk of the partnership debt within the scope of the capital contribution, and does not enjoy the right to operate and manage the partnership organization, and the general partner exercises the right to operate and manage the partnership organization, which is conducive to the general partner to make timely and correct decisions according to the ever-changing market needs and safeguard the interests of the partnership.

Legal analysis: 1. A general partnership is composed of general partners, and a limited partnership is composed of general partners and limited partners. 2. The partners shall be jointly and severally liable for the debts of the general partnership, and the limited partners shall bear limited liability for the debts of the partnership to the extent of their subscribed capital contributions.

Legal basis: Civil Code of the People's Republic of China

Article 967:A partnership contract is an agreement entered into by two or more partners for the purpose of a common undertaking to share benefits and risks.

Article 968: Partners shall perform the duties of capital contribution in accordance with the agreed method, amount and payment period.

Article 969:The capital contributions of the partners, the income obtained in accordance with the law as a result of the affairs of the partnership and other property belong to the property of the partnership.

Before the termination of the partnership contract, the partners may not request the division of the partnership property.

Partnership Enterprise Law of the People's Republic of China

Article 2. "Partnership enterprises" as used in this Law refers to general partnerships and limited partnerships 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 Zhikuan partnership. If there are special provisions in this Law on the form of liability of the general partner, the provisions shall prevail from the provisions of Kailiang.

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.