(A) the concept and characteristics of a one-person limited liability company

1. concept

A one-person limited liability company refers to a limited liability company with only one natural person shareholder or one corporate shareholders.

2. The characteristics of one-man company

(1) One shareholder. Shareholders can only be natural persons or legal persons.

(2) Shareholders shall bear limited liability for the debts of the company.

(3) Simplification of organizational structure. One-man company has only one investor, so there is no shareholders' meeting. In a one-person company, the functions and powers exercised by the shareholders' meeting are exercised by the shareholders alone. When a shareholder makes an important decision listed in Article 37 of the Company Law, it shall be in written form, signed by the shareholder and kept in the company.

As for whether a one-person company should set up a board of directors and a board of supervisors, it is stipulated in the articles of association that it can be set up or not, and there is no law that it must be set up.

(4) publicity obligation. A one-person limited liability company shall indicate the sole proprietorship of a natural person or a legal person in the company registration, and indicate it in the business license.

(5) annual financial compulsory audit obligation. A one-person limited liability company shall make financial and accounting reports at the end of each fiscal year, which shall be audited by an accounting firm.

(b) Restrictions on reinvestment of one-person limited liability companies

1. Natural person as the subject of investment establishment

(1) There are investment restrictions in setting up a one-person company.

A natural person can only invest in the establishment of a one-person limited liability company, and cannot invest in the establishment of a second one-person limited liability company; A one-person limited liability company established by a natural person cannot be established as a shareholder. (One Generation Single Transmission)

(2) There is no restriction on participating in other companies.

Natural persons can participate in other companies or enterprises while investing in the establishment of a one-person company; A one-person company invested by a natural person may also participate in other companies or enterprises.

2. Legal person as the main body of investment establishment

A legal person may invest in the establishment of two or more one-person limited liability companies, and a one-person limited liability company established by a legal person may invest in the establishment of a one-person limited liability company and become a shareholder of a one-person limited liability company. (unlimited descendants)

(c) When the personality of a one-person company is denied, the burden of proof is reversed.

If the shareholders of a one-person limited liability company cannot prove that the company property is independent of the shareholders' own property, that is, the company property and the shareholders' personal property are confused, then the company personality and the shareholders' personal personality are confused. At this time, the system of disregard of corporate personality is applicable, and shareholders must bear joint and several liability for corporate debts. Creditors of the company can take the company and shareholders as * * * to pursue against the debtor.