Sole proprietorship: a form of enterprise with only one owner. The owner assumes unlimited liability for all debts of the enterprise.
Wholly-owned enterprise: refers to a business entity established in China in accordance with the Law on Wholly-owned Enterprises, which is invested by a natural person, and the property belongs to the investor, who shall bear unlimited liability for the debts of the enterprise with his personal property.
Conditions for establishing a sole proprietorship enterprise
(1) The investor is a natural person;
(2) Having a legal enterprise name;
(3) The amount of capital contribution declared by the investor;
(4) Having a fixed place for production and business operation and necessary conditions for production and business operation;
(5) Necessary employees.
Partnership: Compared with a wholly-owned company, two or more natural persons enter into a partnership agreement, * * * jointly contribute to the operation, * * * is responsible for its own profits and losses, and * * * bears the risks. The form of partnership in China is limited to private enterprises. Partnership has five characteristics.
(1) Life is limited. Partnerships are easier to establish and dissolve. When the partners sign the partnership agreement, they declare the establishment of the partnership enterprise. The joining of new partners, the withdrawal of old partners, death, voluntary liquidation and bankruptcy liquidation can all lead to the dissolution of the original partnership and the establishment of a new partnership.
(2) Unlimited liability. The partnership organization as a whole bears unlimited liability to creditors. According to the partners' responsibilities 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 they are jointly and severally liable for the debts of the partnership. For example, when the partnership established by Party A, Party B and Party C goes bankrupt and Party A and Party B have no personal assets to pay off the debts owed by the enterprise, although Party C has paid off the debts that should be shared according to the contract, it is still obligated to pay off the partnership debts owed by Party A and Party B with its personal account. Of course, at this time, Party C has the right to recover from Party A and Party B. A limited liability partnership consists of one or more general partners and one or more limited liability partners, that is, at least one partner bears unlimited liability for the business activities of the enterprise, while other partners can only bear liability for debts to the extent of their capital contribution, so such partners generally do not directly participate in the business management activities of the enterprise.
(3) mutual agency. The business activities of a partnership are decided by the partners, who have the right to implement and supervise. Partners may nominate the person in charge. All partners shall bear civil liability for the business activities of the person in charge of the partnership and other personnel. In other words, the economic behavior of each partner on behalf of the partnership is binding on all partners. Therefore, disputes between partners are more likely to occur.
(4) The property is available. The property invested by the partners shall be uniformly managed and used by the partners. Without the consent of other partners, no partner may use the partnership property for other purposes. Partners who only provide labor services but do not provide capital only share part of the profits and have no right to share the partnership property.
(5) enjoy welfare. Property acquired and accumulated by a partnership in its production and business activities belongs to the partners. If there is any loss, it shall also be borne by the partners. The distribution ratio of profits and losses shall be clearly stipulated in the partnership agreement; If there is no agreement, it can be shared according to the proportion of partners' capital contribution or equally. Unless otherwise specified, partners who use labor services as capital generally do not share losses.
Content of the agreement
In order to avoid economic disputes, when a partnership enterprise is established, the partners should first conclude a partnership agreement (also called partnership contract or partnership articles of association), which has the same nature as the articles of association and has legal effect on all partners, and generally includes the following contents: (1) the name (or font size), location and address of the partnership enterprise; (2) the name and domicile of the partner; (3) the mode of operation and duration of the partnership; (4) the date of establishment of the partnership; (5) Rights and obligations of partners; (six) the way of capital contribution of partners and their valuation methods; (seven) the provisions of withdrawal and admission; (eight) the principle and proportion of profit and loss distribution; (9) Loan interest paid to partners; (10) Wages paid to partners; (1 1) The capital that each partner can withdraw; (12) Handling of death of partners and determination of rights and interests of heirs; (13) Closing date and profit distribution date of the partnership; (14) termination of the partnership and the distribution of partnership property; (15) Other matters requiring the consent of all partners.
Matters needing attention
Limited partnership consists of general partner and limited partner. 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 capital contribution subscribed.
Partnership enterprises have the following basic characteristics:
1. A partnership consists of partners.
2. The partnership enterprise takes the partnership agreement as the legal basis.
3. The internal relationship of partnership belongs to partnership.
4. The general partner shall bear unlimited joint liability for the debts of the enterprise.
The liquidation order of partnership property when the partnership is dissolved.
1 Wages and labor insurance expenses owed by the partnership.
2 taxes owed by the partnership
Debt of the partnership
4. Return the capital contribution of the partners.
After paying off in the above order, if the partnership enterprise has surplus property, it shall distribute the profits to the shareholders according to the proportion agreed in the agreement. If there is no agreement in the agreement, the profits shall be distributed to the shareholders equally.
Joint stock limited company: an enterprise legal person whose registered capital consists of equal shares and raises funds by issuing shares (or warrants).
Its main features are: the total capital of the company is divided into equal shares; Shareholders shall bear limited liability to the company with their subscribed shares, and the company shall bear liability for the company's debts with all its assets; One vote per share, shareholders enjoy rights and assume obligations with their shares.
In essence, a company limited by shares is just a special limited liability company. Due to the law, a limited liability company can only have less than 50 shareholders, which limits the company's ability to raise funds. However, a joint stock limited company has overcome this shortcoming, breaking down the registered capital of the whole company into shares with small face value (usually RMB 1 yuan, with the exception of course: in 2000, Li Ka-shing bought shares issued by an unknown company for a total price of HK$ 6,543,800+0,500, thus bringing the total number of shares held by the company to 5), which can attract a large number of investors, especially small investors.
Due to the characteristics of a joint stock company, it is different from a limited liability company in organization and management.
1. Registered capital: also refers to the registered paid-in capital, with a minimum of10 million yuan; 2. Authority: shareholders' meeting, composed of all shareholders.
Each share of a shareholder has one vote. It is worth noting that the Company Law stipulates that the resolution of the shareholders' meeting must be passed by one-half or more than two-thirds of the voting rights held by the shareholders who "attend the meeting"-in China, a large number of investors for the purpose of speculation have nothing to do with the specific business situation of the enterprise, let alone pay their own money to attend the shareholders' meeting, thus creating conditions for large shareholders to manipulate the voting; Another difference is that shareholders of a joint stock limited company can freely transfer their shares without the consent of others; Third, the board of directors and managers: this is basically the same as a limited liability company; The chairman is the legal representative of the company, and the manager is responsible for the operation and management of the company; At the same time, the directors shall be responsible for the resolutions of the board of directors. If the resolution of the board of directors violates laws, administrative regulations or the articles of association of the company, causing serious losses to the company, the directors participating in the resolution shall be liable for compensation to the company.
For listed companies, it is also necessary to hire independent external directors.
incorporated company
limited company
All the capital of the company is divided into equal shares, and shareholders are limited to the number of shares they subscribe for and are not responsible for all their private property.
The main ways of establishment are: ① Initiation of establishment. That is, all the shares are subscribed by the promoters, and public offering is not allowed. ② Recruitment and preparation. That is, the promoters only subscribe for part of the shares, and the rest are openly recruited for the society. In different countries, the provisions for establishing a joint stock limited company are different. Some countries stipulate that a company can only be established if all its shares are fully recognized. Some countries stipulate that if a joint stock limited company implements the legal capital system, it shall be established on the condition that all the shares are subscribed; Where a joint stock limited company implements the authorized capital system, it may not subscribe for all the shares.
system
Mainly includes: ① shareholders' meeting. That is, an institution composed of all shareholders. It is the highest authority and deliberative body of the company. All major issues of the company shall be decided by the shareholders' meeting. The functions and powers of the shareholders' meeting mainly include: hearing and deliberating the reports of the board of directors, the board of supervisors and auditors; To be responsible for the appointment and removal of directors, supervisors or auditors and liquidators; To decide the distribution of company surplus and dividend; Conclude, modify or terminate contracts for transferring or leasing the company's business or property and accepting other people's business or property; To make resolutions on the Company's increase or decrease of capital, amendment of the Articles of Association, dissolution or merger. ② Board of Directors. That is, a collective organization composed of more than two directors. It is the permanent management organization of the company, which conducts business internally, represents the company externally and is responsible to the shareholders' meeting. The functions and powers of the board of directors mainly include: expressing opinions or making decisions on various business matters on behalf of the company, and organizing the implementation and enforcement of these decisions; Except the matters decided by the shareholders' meeting, the specific matters in the daily business activities of the company shall be decided by the board of directors. ③ Board of Supervisors. That is, the organization that supervises the board of directors to carry out business activities. It is the permanent organization of the company, elected by the shareholders' meeting from among the shareholders, and may not be concurrently held by directors or managers. The functions and powers of the board of supervisors mainly include: attending board meetings as nonvoting delegates, supervising the activities of the board of directors, listening to the reports of the board of directors regularly and at any time, and preventing the board of directors from violating laws and articles of association; Investigate the business and financial status of the company at any time, and consult account books and other documents; Review the settlement statement and liquidation report at the time of liquidation of the company; Convene a general meeting of shareholders; Handling or suing directors on behalf of the company.
Methods of raising funds
Mainly includes: ① issuing stocks. Stock is a share certificate issued by the company to shareholders, a legal certificate for shareholders to own the company's property, and a valuable securities on which shareholders can get dividends and bonuses. Stocks can be bought and sold according to law, and the price goes with the market. The types of stocks include: registered stocks and bearer stocks, common stocks and preferred stocks, par value stocks and non-par value stocks, single shares and multiple shares. ② Issuing corporate bonds. Bonds are securities issued by companies in accordance with legal procedures in order to raise funds and undertake the obligation to pay certain interest and repay the principal within a specified period of time. Bonds can be divided into registered bonds and bearer bonds. When a registered bond is transferred, it must be endorsed in addition to the bond; Bearer bonds take effect immediately after transfer. Corporate bondholders are creditors of the company and have no right to participate in the decision-making of the company's affairs and operations, but only have the right to require the company to pay fixed interest according to the bond amount. When the repayment period of corporate bonds expires, the company has the obligation to pay off the principal of the bonds to the bondholders. When the company is dissolved, the bondholders have the priority to be compensated from the company's property.
Characteristics of a company limited by shares
A company limited by shares has the following characteristics:
(1) Limited by Share Ltd is an independent Economic legal;
(2) The number of shareholders of a joint stock limited company shall not be less than the quorum. For example, according to French regulations, the number of shareholders should be at least 7;
(3) The shareholders of a joint stock limited company shall bear limited liability for the debts of the company, and the liability limit shall be the number of shares payable by the shareholders;
(4) All the capital of a joint stock limited company is divided into equal shares, and funds are raised through public offering. Anyone can become a shareholder of the company after paying the shares, and there is no qualification restriction;
(5) The shares of the company can be freely transferred, but they cannot be withdrawn;
(6) The company's accounts must be made public so that investors can know about the company and make choices;
(7) There are strict legal procedures for the establishment and dissolution of the company, and the procedures are complicated.
It can be seen that a joint stock limited company is a typical "joint venture company". Whether a person can become a shareholder of a company depends on whether he has paid the shares and bought the shares, not on his personal relationship with other shareholders. Therefore, a joint stock limited company can quickly, extensively and massively concentrate its funds. At the same time, we can also see that although the capital of unlimited liability companies, limited liability companies and joint-stock companies is also divided into shares, these companies do not publicly issue shares, and their shares cannot be freely transferred. The stocks issued and circulated in the securities market are all issued by joint-stock companies. Therefore, a narrow joint-stock company refers to a joint-stock company.
Limited liability company: a mixed enterprise organization form
limited liability company
1. A limited liability company refers to an enterprise legal person established by shareholders according to law. Shareholders are liable to the company to the extent of their capital contribution, and the company is liable to its debts with all its assets. According to the Company Law of China, a limited liability company has the following legal characteristics: (1) A limited liability company is an enterprise legal person, and shareholders are liable for the company with their capital contribution, and the company is liable for its debts with all its assets. (2) The number of shareholders of a limited liability company is strictly limited. The regulations on the number of shareholders of limited liability companies vary from country to country. China's company law stipulates that the number of shareholders is less than 50. (3) Limited liability company is a joint venture company, but at the same time there are strong human factors. The company has a limited number of shareholders, who generally know each other and have a certain degree of trust, and its share transfer is restricted. The transfer of shares to people other than shareholders must be agreed by more than half of the other shareholders. (4) Limited liability companies cannot publicly raise company capital and issue shares. (5) The conditions and procedures for the establishment of a limited liability company are relatively simple and flexible. For example, the organization and approval procedures are simpler than those of a joint stock limited company.
2. Limited liability company (also known as limited company)-refers to an enterprise legal person whose capital contribution is made by less than 50 shareholders, and each shareholder bears limited liability to the company with the capital contribution, and the company is liable for its debts with all its assets. Limited liability companies include wholly state-owned companies and one-person limited liability companies. A wholly state-owned company refers to a limited liability company established by a state-authorized investment institution or a state-authorized department. A one-person limited liability company refers to a limited liability company with only one natural person shareholder or one corporate shareholders. The minimum registered capital of a one-person limited liability company is RMB 100,000. Shareholders shall pay in full the capital contribution stipulated in the Articles of Association. A natural person can only invest in the establishment of a one-person limited liability company. A one-person limited liability company cannot invest in the establishment of a new one-person limited liability company.
Conditions for establishing a limited liability company:
(1) quorum for the shareholders' meeting.
(2) Shareholders' capital contribution reaches the minimum limit of magic weapon capital.
(3) Shareholders * * * jointly formulate the Articles of Association.
(4) Having a company name and establishing an organization meeting the requirements of a limited liability company.
5] Have a company residence.
Procedures for establishing a limited liability company
(1) Pre-approval of application name
(2) making capital contributions and opening bank accounts
(3) Capital verification
(4) Examination and approval
5] Apply for registration of establishment
[6] Issue a capital contribution certificate and make a register of shareholders.
Obligations of shareholders of a limited liability company
(1) Pay the capital contribution in full. Shareholders shall pay their respective subscribed capital contributions in full and on time as stipulated in the Articles of Association.
(2) make up the difference in capital contribution.
(3) Do not withdraw the capital contribution.
(4) Abide by laws and regulations and exercise shareholders' rights according to law.
Conditions for registration of limited liability companies
To register a limited liability company, the following conditions shall be met:
1. Shareholders meet the quorum. Quorum refers to the legal qualifications and limited number of people. Legal qualification refers to the qualification as a shareholder stipulated by national laws, regulations and policies. The quorum is the number of shareholders of a registered limited liability company as stipulated in the Company Law. The company law limits the number of shareholders of a limited liability company to two or more and fifty or less.
2. Shareholders' capital contribution reaches the minimum statutory capital. The company must have enough funds to operate normally. Without the contribution of shareholders, the company cannot be established. The total capital contribution of shareholders must reach the minimum amount of statutory capital. Namely:
(1) 500,000 yuan for companies mainly engaged in production and operation;
(2) 500,000 yuan for companies mainly engaged in commodity wholesale;
(3) 300,000 yuan for companies mainly engaged in commercial retail;
(4) Technology development, consulting and service company100,000 yuan.
If the minimum registered capital of a limited liability company in a specific industry needs to be higher than that specified in the preceding paragraph, it shall be stipulated separately by laws and administrative regulations (for example, the auction industry needs at least 6,543.8+0,000 yuan of registered capital).
Shareholders can contribute capital in cash, in kind, industrial property rights, non-patented technology and land use rights. The amount of investment with industrial property rights and non-patented technology at a fixed price shall not exceed 20% of the registered capital of a limited liability company, unless the state has special provisions on the adoption of high-tech achievements. The notice of the Ministry of Science and Technology and the State Administration for Industry and Commerce (Guo Kefa Zheng Zi [1997] No.326) stipulates that the total amount of a limited liability company investing in high-tech achievements may exceed 20% of the company's registered capital, but shall not exceed 35%. If the investment exceeds 20% of the registered capital of the company, it must be reported to the Provincial Science and Technology Department.
3. Shareholders * * * jointly formulate the Articles of Association. Formulating the articles of association of a limited liability company is an important link in the establishment of the company. The Articles of Association is formulated by all investors on the basis of voluntary consultation. With the consent of all investors, shareholders shall sign and seal the articles of association.
4. Have a company name and establish an organization that meets the requirements of a limited liability company.
To establish a limited liability company, in addition to the general provisions on the name of an enterprise as a legal person, it is also necessary to indicate "limited liability company" or "joint stock limited company" in the company name. The establishment of an organization that meets the requirements of a limited liability company means that the composition, formation and authority of the organization of a limited liability company meet the requirements stipulated in the Company Law. The organizational structure of a company generally refers to the shareholders' meeting, the board of directors, the board of supervisors, the manager or the shareholders' meeting, the executive director, one or two supervisors and the manager. There are many shareholders, the former is suitable for larger companies, and the latter is suitable for smaller companies.