A partnership enterprise refers to a for-profit organization in which all partners enter into a partnership agreement, * * * jointly contribute capital, * * * jointly operate, * * * enjoy profits, * * * bear risks, and bear unlimited joint and several liabilities for corporate debts. It also refers to the enterprise organization form in which natural persons, legal persons and other organizations are established in China in accordance with the Partnership Enterprise Law of People's Republic of China (PRC), and two or more natural persons enter into a partnership agreement, * * * jointly contribute to the operation, * * * assume sole responsibility for profits and losses, and * * * bear risks. Generally speaking, a partnership enterprise cannot obtain the qualification of a person and does not pay enterprise income tax, but pays personal income tax. There are general partnerships and limited partnerships. Among them, general partnership also includes special general partnership.
Wholly state-owned companies, state-owned enterprises, listed companies, public welfare institutions and social organizations may not become general partners. A partnership enterprise may be operated by some partners, while other partners only contribute capital and bear profits and losses, or it may be jointly operated by all partners.
A partnership can borrow money from a bank and become a debtor. However, due to the characteristics of the partnership: 1. Life is limited (the joining of new partners, the retirement, death, voluntary liquidation and bankruptcy liquidation of old partners 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. 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 due to its share as agreed in the contract, it is still obligated to pay off the partnership debts to Party A and Party B with its personal assets. Of course, at this time, Party C has the right to recover from Party A and Party B). 3. Mutual agency (the economic behavior of each partner on behalf of the partnership is binding on all partners); 4. The property is public; Step 5 enjoy the benefits. Therefore, the public partner of the property shall bear unlimited joint and several liability for the debt. If the partnership can't afford it, the partners will pay it back.