Chinese companies that are sole proprietorships and partnerships... KNOW ABOUT ... Thanks, quick bac

Characteristics of a sole proprietorship.

1) The investor is a natural person.

2) Have a legal business name.

3) Capital contribution declared by investors.

4) There are fixed production and operation sites and necessary production and operation conditions.

5) Have the necessary practitioners.

There are five characteristics of a partnership.

1) Life is limited. Partnerships are relatively easy to set up and dissolve. When the partners sign a partnership agreement, the partnership is declared.

The addition of a new partner, the withdrawal of the old partner, death, voluntary liquidation, bankruptcy liquidation, etc., can lead to the dissolution of the original partnership and the establishment of a new partnership. (2) Liability is unlimited. The partnership as a whole has unlimited liability to creditors.

According to the responsibilities of the partners to the partnership, the partnership can be divided into general partnership and limited partnership. The partners of a general partnership are all general partners and are jointly and severally liable for the debts of the partnership. For example, when the partnership enterprise established by A, B and C goes bankrupt, when A and B have no personal assets to pay off the debts owed by the enterprise, although C has repaid the apportionable debts in accordance with the contract, he is still obliged to use his personal property to pay off the apportionable partnership debts owed by A and B, and of course C has the right of recourse against A and B at this time.

A limited liability partnership is composed of one or several general partners and one or several partners with limited liability, that is, at least one of the partners has unlimited liability for the business activities of the enterprise, while the other partners can only bear the liability for repaying debts to the extent of their capital contributions, so such partners generally do not directly participate in the operation and management activities of the enterprise. (3) Mutual **. The business activities of a partnership are jointly decided by the partners, who have the right to execute and supervise.

Partners can nominate the person in charge. The business activities of the person in charge of the partnership and other persons shall be borne by all partners. In other words, the economic actions of each partner on behalf of the partnership are binding on all partners.

As a result, disputes between partners are more likely to arise. (4) Community of property. The property invested by the partners shall be managed and used by the partners in a unified manner, and no partner shall transfer the partnership property for other purposes without the consent of the other partners.

Partners who only provide labor services and do not provide capital only share only a part of the profits, but are not entitled to share in the partnership property. (5) Benefit sharing. The property acquired and accumulated by the partnership in the course of production and business activities shall be jointly owned by the partners.

If there is a loss, it will also be borne by the partners. The proportion of profit and loss distribution should be clearly stipulated in the partnership agreement; If it is not specified, it can be apportioned according to the proportion of the partner's capital contribution, or it can be apportioned equally. Unless otherwise specified, partners who use their services as capital generally do not share the losses.

Neither a sole proprietorship nor a partnership is a corporate legal person, whereas a corporation is a corporate legal person. What you call a partnership company does not exist.

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1. The investor of a sole proprietorship is a natural person. The natural person shall have full capacity for civil conduct and shall not be a person prohibited by laws or administrative regulations from engaging in for-profit activities. 2. The property of the sole proprietorship enterprise shall be owned by the investor.

The enterprise property here includes not only the initial property invested by the investor when the enterprise is established, but also the property accumulated during the existence of the enterprise. The investor is the sole legal owner of the sole proprietorship's property. 3. The investor bears unlimited liability for the debts of the enterprise with his personal property.

This is an important feature of a sole proprietorship. In other words, when the capital contribution declared and registered by the investor is insufficient to pay off the debts incurred by the operation of the sole proprietorship, the investor must use his personal property or even family property to pay off the debts. 4. Sole proprietorship enterprises do not have legal personality.

Although a sole proprietorship can be named, and can be used externally, it is only a special form of business activities carried out by natural persons, which belongs to the category of natural person enterprises. Partnership is a form of enterprise organization in which two or more natural persons jointly contribute to the operation, share profits and losses, and share risks through the conclusion of a partnership agreementThe form of partnership organization in China is limited to private enterprises.

Partnerships are generally not eligible for legal status and do not pay income tax (see Sole Proprietorship).

Article 51 of the Partnership Enterprise Law When a partner withdraws from the partnership, the other partners shall settle the settlement with the withdrawing partner in accordance with the property status of the partnership at the time of withdrawal, and return the property share of the withdrawing partner. If the withdrawing partner is liable for the losses caused to the partnership, the amount of compensation shall be deducted accordingly. If there are unsettled partnership affairs at the time of withdrawal, the settlement shall be carried out after the settlement of the affairs.

Article 52 The method for returning the share of the property of the withdrawing partner in the partnership enterprise shall be agreed upon in the partnership agreement or decided by all the partners, and the money or kind may be returned. Article 33 The distribution of profits and losses 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.

Companies do not include partnerships and sole proprietorships, and corporations include limited liability companies and shares****. According to the relevant laws and regulations, the company has the status of a legal person. A partnership is an enterprise that has no legal personality and the partners bear unlimited liability.

Legal basis] Article 2 of the Company Law.

The term "company" in this Law refers to a limited liability company and a shareholding company established in China in accordance with this Law.

Article 3. The company is an enterprise legal person, has independent legal person property, and enjoys the property rights of legal person. The company is liable for the debts of the company with all its property.

The shareholders of a limited liability company are liable to the company to the extent of their subscribed capital contributions; The shareholders of the shares are liable to the company to the extent of the shares they subscribe.

However, there are several differences between the legal forms of the three:

1.There are different legal bases for existence. Sole proprietorship enterprises are established in accordance with the Sole Proprietorship Enterprise Law and are regulated by the Sole Proprietorship Enterprise Law, and partnership enterprises are established in accordance with the Partnership Enterprise Law and are regulated by the Partnership Enterprise Law; A company enterprise is established in accordance with the Company Law and is subject to the adjustment of the Company Law.

2.The legal status is different. A partnership and a sole proprietorship are unincorporated persons, and a company is a corporate legal person.

3.The way of formation is different. A sole proprietorship enterprise is invested and established by a natural person, and a partnership enterprise is jointly funded and established by two or more partners, and the partners are generally self-surrendered friends; A company is generally established by two or more investors, who can be natural persons or legal persons.

4.The property relationship between the investor and the enterprise (company) is different, and the form of liability is different. The personal property of the investor of a sole proprietorship enterprise is not separated from the property of the enterprise, and the investor shall bear unlimited liability for the debts of the enterprise with his personal property.

When the property of the partnership is insufficient to pay off the debts of the partnership, the partners shall be jointly and severally liable for the debts of the partnership with their other property other than the property invested in the partnership, that is, they shall be liable for unlimited liability. The personal property of the shareholders of the company is completely separated from the property invested in the company, and the shareholders are liable to the company to the extent of their capital contributions, that is, they have limited liability;

5.The internal affairs management structure is different. The company has a shareholders' meeting, a board of directors and a board of supervisors, which manage the company's affairs in accordance with the statutory powers and the articles of association. The partners of a partnership enterprise shall manage the affairs of the partnership enterprise in accordance with the provisions of the Partnership Enterprise Law and the provisions of the partnership agreement, and the partners shall have the same rights to execute the affairs of the partnership enterprise, and may be executed by all the partners, or may entrust one or more partners to perform the affairs of the partnership as agreed in the partnership agreement or by the decision of all the partners, and the partners who do not participate in the execution of the affairs of the partnership shall have the right to supervise the partners who perform the affairs of the partnership and inspect their execution of the affairs of the partnership; The investors of a sole proprietorship enterprise may manage the affairs of the enterprise on their own, or they may entrust or employ other persons with civil capacity to be responsible for the management of the affairs of the enterprise.

6.In addition, compared with companies and partnerships, sole proprietorship enterprises are generally smaller in scale, have more relaxed establishment conditions, simpler establishment procedures, and are more flexible in entering or exiting the market; However, its openness (mainly referring to the degree of financial disclosure) is not as good as that of companies and partnerships, and the operational risks of investors are greater than those of companies and partnerships.

Sole proprietorships, partnerships, and limited liability companies are all corporations. （）

a.That's right. b.Mistake.

The answer is yes and yes: b

Standard answer: (Remember to give me extra points, the difference between corporate enterprises (including shares **** and limited liability companies) and sole proprietorships and partnerships is mainly manifested in the ownership equity. In sole proprietorships and partnerships, only one capital account and one withdrawal account are required for the owners or individual partners to record the increase or decrease of capital and profit and loss, and the law does not require sole proprietorships and partnerships to distinguish between capital and profits. For corporate enterprises, the Company Law clearly stipulates the treatment of owners' rights and interests, and a strict distinction must be made between investing in capital and profits earned.

In addition, in order to protect the interests of creditors, the company law often also imposes strict restrictions on the distribution of profits of corporate enterprises, the liquidation of business and the purchase of shares issued by the company ****.