Port communicationLtd.,one person limited company,The difference between a one-person limited company and a limited liability company，The revised draft of the Company Law adds "Section 4 Special Provisions for One-person Limited Liability Company" to "Chapter 2 Establishment and Organizational Structure of a Limited Liability Company"，This shows that the legislative dispute over one-person companies has basically been settled.。at the same time，The threshold for a one-person limited liability company is not high either.，The minimum registered capital is only RMB 100,000。
Expert analysis believes，Although scholars still have some disputes on some detailed issues of one-person companies，但毕竟在大的方向上达成了共识。Once the draft is passed，From now on, investors can set up one-person companies as individuals.、并承担“有限责任”了。Article 81 of the Draft Limited Liability of Shareholders of a One-person Company：“In addition to the provisions of this section applicable to a one-person limited liability company,，The general provisions of this law regarding limited liability companies shall apply。
"Expert interpretation：One-person companies include two types: one-person limited liability company and one-person joint stock limited company.，However, only one-person limited liability companies were approved by the draft this time.。A one-person limited company refers to，A limited liability company established with capital contributed by one shareholder，Shareholders only bear limited liability to the outside world up to the registered capital of the company.。
For example，It’s the debt of a one-person company，Only the company's assets need to be repaid，without involving the personal property safety of shareholders。Previously, it was widely used that investors in partnerships and sole proprietorships have unlimited liability for corporate debts.，也就是说企业的债务需要个人来偿还，compared to，One-person companies are generally considered to have great advantages。
According to Article 82 of the draft, one person can only establish one one-person company.：“The minimum registered capital of a one-person limited liability company is RMB 100,000.。Shareholders of a one-person limited liability company shall pay the capital contribution amount stipulated in the company's articles of association in full at one time。""A natural person can only invest in and establish a one-person limited liability company.。This one-person limited liability company cannot invest in the establishment of a new one-person limited liability company。
"Interpretation：The draft stipulates，Generally, the minimum registered capital of a limited liability company is 30,000 yuan.，But since a one-person company has only one shareholder，Lack of checks and balances among shareholders，Shareholders only have limited liability for the company's debts.，Therefore, in order to protect the interests of creditors and the normal external operations of a one-person company,，The draft increases the minimum registered capital for one-person companies
Require
，and
Require
Pay in full(to other limited companies
Require
Yes, it can be paid in installments over 2-5 years.)。
same，
Require
A natural person can only set up a one-person company and a one-person company cannot set up another one-person company.，Also to ensure transaction security。Article 84 of the draft company articles of association determined by one shareholder："The articles of association of a one-person limited liability company are formulated by the shareholders。
"Interpretation：The articles of association of a one-person company must still be drawn up by the shareholders themselves，and no other restrictive provisions，This draft also attaches great importance to the company's articles of association(For example, the proportion of a company’s external investment；Conditions for shareholders to transfer equity、The proportion of new capital subscribed to the company and the proportion of dividends can be stipulated in the articles of association.)，Shareholders of a one-person limited company can take advantage of this，Fully exercise your rights in the charter。
One-person company does not have a shareholders’ meeting, as stipulated in Article 85 of the draft："A one-person limited liability company does not have a shareholders' meeting。When a shareholder of a one-person limited liability company makes a decision involving Article 40, Paragraph 1 of this Law,(one)Xiang Zhidi(fourteen)When deciding on an item，should be made in writing，and be placed in the company after being signed by the shareholders.。"Expert interpretation：There is only one shareholder，Obviously there is no need to set up a shareholders’ meeting。
but，Involving in deciding the company's business policies and investment plans，Elect and replace directors and supervisors，approve board of directors、Report of the Supervisory Board，批准公司的年度财务预决算方案，批准公司的利润分配方案，决定公司增减注册资本、issue bonds，Decided to merge the company、separate、Change company form、Dissolution and liquidation, etc.(Article 40, Paragraph 1(one)Xiang Zhidi(fourteen)item)major events，Shareholders must still make their decisions in writing and sign。
also，这些文件还应该放置于公司，Convenient for query。The annual financial report of a one-person company must be audited according to Article 86 of the draft：“A one-person limited liability company established with investment from a natural person shall prepare a financial accounting report at the end of each fiscal year.，and audited by an accounting firm。"Expert interpretation：Both the draft and the current Company Law only stipulate that "a limited liability company shall send financial accounting reports to each shareholder within the time limit specified in the company's articles of association."。
Article 203 of this draft stipulates：“Companies shall prepare financial accounting reports at the end of each fiscal year，and audited by an accounting firm in accordance with the law.。"This means that all company financial statements must be audited，One-man companies are obviously no exception.。
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