Why legal persons bear limited liability, and unincorporated organizations should bear unlimited joi

This is the scope of corporate law, which is divided into limited liability companies and unlimited liability companies according to the size of the company's liability.

The legal person itself can bear direct liability with its own property, and the shareholders are only liable within the scope of capital contribution, and are not liable outside the scope of capital contribution. Therefore, the legal person bears limited liability within this scope.

Unincorporated organizations do not have the status of a legal person, but they may carry out civil organizational activities in their own name. It is a partnership. For example, if the assets of the unincorporated organization itself cannot be repaid, the unincorporated investor needs to bear unlimited joint and several liability, not limited to their investment in the unincorporated organization.

Limited liability means that the responsible person is liable for part of his or her property. Limited means taking on limited liability. Unlimited joint and several liability means that each partner has an obligation to pay off the debts of the partnership in full, and the creditors of the partnership also have the right to demand payment of part or all of the debts from any one or more of the partners.

Legal analysisAccording to the relevant laws and regulations, limited liability means that the responsible person is liable for part of his or her property. Limited means taking on limited liability. Depending on the amount invested, you are responsible for this part of the money, and you do not have to be responsible for the company's debts with all your property.

It is possible to declare bankruptcy instead of being jointly and severally liable for debts. Therefore, **** has such benefits, but it also limits the funds that make up the company. The limited liability system is the product of social and economic development, which plays an important role in the development of modern companies, overcomes the risk of personal bankruptcy caused by corporate bankruptcy borne by shareholders of unlimited companies, facilitates people's investment in shares, and is the most effective means to widely raise a large amount of funds from the society and set up large enterprises.

This special term is mostly used to form a company or enterprise to indicate the nature of the company or enterprise, such as "****", "limited liability company", "shares" and so on. Unlimited joint and several liability means that each partner has an obligation to pay off the debts of the partnership in full, and the creditors of the partnership also have the right to demand payment of part or all of the debts from any one or more of the partners. The external liability is unlimited, and the debtor is jointly and severally liable internally.

Therefore, the partners of the partnership bear unlimited joint and several liability for the debts of the partnership, and the investors of the sole proprietorship bear unlimited liability for the debts of the enterprise.

Legal basisArticle 104 of the Civil Code of the People's Republic of China: Where the assets of an unincorporated organization are insufficient to pay off debts, its investors or founders bear unlimited liability. Where the law provides otherwise, follow those provisions.

A limited liability company, also known as a limited liability company, refers to an economic organization registered in accordance with the regulations, established by less than 50 shareholders, and each company bears limited liability to the company within the limit of its subscribed capital contribution, and the company legal person bears full responsibility for the company's debts with all its assets.

An unincorporated organization does not have independent property or funds, so it does not have the capacity to bear civil liability independently. When it is indebted due to its external business activities, if its own property or funds can pay off the debt, it shall pay it by itself; If the property or funds owned by the company are insufficient to pay off the debts, the legal person shall be jointly and severally liable for the debts owed by the legal person to pay off the debts.

1. Whether a legal person bears limited or unlimited liability.

1. The legal person bears limited liability. Although the legal representative is the representative who exercises the functions and powers of the company, he is also one of the shareholders. The shareholders of a limited liability company are liable to the company to the extent of their subscribed capital contributions; The shareholders of the stock changchang file **** shall be liable to the company to the extent of the shares they subscribe.

However, if it cannot be proved that the company's property is independent of the individual's property, the legal representative and the shareholder shall be jointly and severally liable.

Legal basisArticle 9 of the Company Law of the People's Republic of China.

The change of a limited liability company into a share shall meet the conditions for the share **** stipulated in this Law. The change of shares to limited liability company shall meet the conditions of a limited liability company as stipulated in this law.

If a limited liability company is changed to a share ****, or a share **** is changed to a limited liability company, the creditor's rights and debts before the change of the company shall be inherited by the company after the change.

2. What are the responsibilities of the company's legal person?

The responsibilities of the corporate corporation are as follows:

1. Assume responsibility for the company's debts with all its property;

2. The shareholders of a limited liability company shall be liable to the company to the extent of their subscribed capital contributions;

3. The shareholders of the shares shall be liable to the company to the extent of the shares they subscribe.

Legal analysis: According to the provisions of China's Civil Code, legal persons independently bear unlimited civil liability with all their property.

The legal basis is early: the Civil Code of the People's Republic of China

Article 57: Legal persons are organizations that have the capacity for civil rights and the ability to conduct civil acts, and independently enjoy civil rights and bear civil obligations in accordance with law.

Article 60: Legal persons independently bear civil liability with all of their assets.

Yes. The limited liability and unlimited liability here are not for legal persons, but for investors, and the limited liability and unlimited liability are the responsibilities of the shareholders of the investors, while the legal person itself bears the liability for unlimited search with all its own property.

According to 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 implicitly liable for the company's debts with all its assets.

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

Yes, the limited liability and unlimited liability here are not for legal persons, but for investors, and limited liability and unlimited liability are the responsibilities of the shareholders of the investor, while the legal person itself bears unlimited liability with all its own property.

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

"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 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.

Will the legal representative of the company be jointly and severally liable for the arrears?

The company's arrears are repaid by the company, not individuals, and the legal representative (not the legal representative) is not liable in principle. If the legal representative of the enterprise is a shareholder, it will not be jointly and severally liable for the debts of the enterprise after the completion of the capital contribution responsibility.

Article 3 of the Company Law of the People's Republic of China defines the company and the responsibilities of shareholders.

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 shall be liable to the company to the extent of the amount of their subscribed capital contributions; The shareholders of the company shall be liable to the company to the extent of the shares they subscribe.

Is the car jointly and severally liable if it is its own?

In the event of a traffic accident, the actual controller of the vehicle shall generally bear the liability for compensation, but if the owner of the motor vehicle is at fault for the loaned vehicle, such as knowing that the other party is not qualified to drive and lending, he should bear the corresponding liability for compensation, and note that it is corresponding rather than joint and several liability.

Article 1 of the Interpretation of the Supreme People's Court on Several Issues Concerning the Application of Law in the Trial of Cases of Compensation for Damages in Road Traffic Accidents provides that those who are at fault for the occurrence of damages shall bear the corresponding liability for compensation.

Legal basis