Port communicationWhat are the differences between the two types of companies, limited partnerships and limited liability companies? Limited partnerships are an uncommon business form on the market.，So what are the differences between a limited partnership and a limited liability company??Why are so few companies registered as limited partnerships??看下面从事代办公司注册的港信通-整理的关于有限合伙企业和有限责任公司的对比! one、Different legal statuses 1. Legal status of partnership (1)Partnership is an unincorporated entity，Not having an independent personality，Although it can be the subject of litigation，But cannot bear civil liability independently; (2)A partnership is a non-independent taxable entity。
Income from production and operations and other income of a partnership，According to relevant national tax regulations，Income tax paid separately by partners，The taxpayer of a partnership is a partner。
2.Legal status of a limited liability company (1)A limited liability company is an independent legal entity，Have independent legal personality，Enjoy legal person property rights，as the subject of litigation，Can independently bear civil liability; (2)A limited liability company is an independent taxable entity，and in accordance with national tax regulations，Pay relevant taxes and fees。
two、The basic legal documents for company establishment are different: 1. Partnership agreement signed by partners in a limited partnership，The basic legal document for the establishment of a limited partnership，for internal documents，Only effective internally; 2.The basic legal document for the establishment of a limited liability company is the company's articles of association，Its function is to constrain the company itself，Only has public external effect，No external binding。
three、The legal basis for establishment is different 1. Establishment of limited partnership，It is established in accordance with the conditions and procedures specified in the Partnership Enterprise Law; 2.A limited liability company is established in accordance with the conditions and procedures stipulated in the Company Law。
Four、Different methods of capital contribution 1. Among the investors of limited partnership：Limited partners can be natural persons，or legal person，or unincorporated organization;General partners can be natural persons，But the law stipulates，Wholly state-owned company、state-owned enterprises、Listed companies and public welfare institutions、Social groups are not allowed to become general partners。 2.There are no restrictions on the investors of a limited liability company，natural person、Legal persons or other organizations can。
five、Different forms of capital contribution 1. Limited partnership：General partner’s capital contribution，Can currency、physical object、land use rights、Intellectual property or other property rights(include：debt、Land contract management rights、Mining rights, etc.)Contribution，Currency must be contributed with ownership、In addition to investment in land use rights，Other property can be owned，You can also use the right to invest。All partners reached consensus，Labor investment is possible。
However, limited partners cannot contribute capital through labor services，Other capital contributions and general partner capital contributions
Require
same。 2.The capital contribution of a limited liability company is only in currency、physical object、industrial property、non-patented technology、Five forms of land use rights，except land，Investment in other properties can only be made through ownership。 six、Different properties of property 1. Limited partnership，Shared in shares by partners。
2.The property of a limited liability company is independent of the personal property of the shareholders，Ownership belongs to the company，The company enjoys legal person property rights。 seven、Different organizational structures 1. For the establishment of limited partnership organizational structure，Partners can agree on their own，The law is not compulsory
Require
; 2.The law has many mandatory provisions on the establishment and operation mechanism of the limited liability company's governance structure.。
for example：Establish a board of directors or executive director，Establishing a supervisory board or supervisors，Establish a shareholders' meeting，If it is a one-person limited liability company, there is no need to set up a shareholders’ meeting。 Comparison between limited liability company and limited partnership 8、The distribution of surplus is different 1. A limited partnership can agree，Some partners have the right to distribute the entire surplus; 2.Shareholders of a limited liability company share the company's profits in proportion to their capital contribution。
Nine、The burden of losses is different 1. When the limited partnership is not enough to pay off debts，The general partner must also use personal property to pay off debts，Each general partner is obligated to pay off all debts，Not limited to its capital contribution，That is, the general partners bear unlimited joint and several liability.。limited partner，Limited to the capital contribution subscribed by it，Limited liability。 2.When a limited liability company becomes insolvent，Shareholders are only liable to the extent of their capital contributions。
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