What are the differences between a partnership and a limited liability company?

What are the differences between a partnership and a limited liability company? (1) Number of investors

Require

A partnership should be established with capital contributions from more than 2 partners，Among them, a limited partnership should be established with investment from more than 2 but not more than 50 partners.。A limited liability company is established with capital contributions from less than 50 shareholders.。

1. Investment method

Require

Partnerships can be capitalized in currency，You can also use real objects、intellectual property、Contribution of land use rights or other property use rights，Labor contributions can also be used。However, limited partners in a limited partnership cannot contribute capital through labor services.。Limited liability companies can use currency、physical object、intellectual property、Non-monetary property such as land use rights that can be valued in currency and transferable in accordance with the law is used as a valuation contribution。

also，When first established，The monetary contribution amount of all shareholders and promoters of a limited liability company shall not be less than 30% of the registered capital.。A limited liability company is not allowed to contribute capital through labor services。(3) Registered capital

Require

The partnership has no registered capital

Require

。The minimum registered capital of a limited liability company is RMB 30,000，The minimum registered capital limit for one-person limited liability companies is RMB 100,000.。

1. Corporate behavior based on partnership behavior is mainly governed by the Partnership Enterprise Law and the Partnership Agreement.。The behavior of a limited liability company is mainly governed by the Company Law and the Articles of Association.。
2. Corporate tax payment

Require

Partnership corporate income is not subject to corporate income tax，Instead, the partners pay personal income tax on the distribution of profits they obtain from the partnership.。

Limited liability companies need to pay corporate income tax on corporate income，Shareholders also need to pay personal income tax on their personal profit distribution from the company.。(6) Liability for corporate debts. The general partners of a partnership bear unlimited joint and several liability for the debts of the partnership.，Internally bear debts in proportion to capital contribution；Limited partners bear limited liability for the debts of the partnership with their capital contributions。

The shareholders of a limited liability company have limited liability for the company’s debts to the extent of their capital contribution.，A company is liable for its debts with all of its assets。

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