1, this structure of 100% holding another company cannot completely avoid risks, because the controlled enterprise (Company C for short) belongs to a sole proprietorship enterprise, which is a 65438+ million limited partnership enterprise. The investors of Company B shall bear unlimited liability for the debts of Company C. Company B and another controllable natural person or enterprise shall control the invested Company C according to the shares of 99: 1, making Company C a limited liability company and bear the registered capital debts (if the registered capital is not paid in full, the creditors can trace it back to the shareholder CB Company for repayment).

2. In Company B, the manager, as GP (general partner), assumes unlimited joint and several liability of the partnership, while the investor, as LP (limited partner), enjoys dividends and is not liable for debts other than capital contribution.

3. The GP of Company B should be held by a limited liability company (Company A for short), for example, the registered capital is 65,438+00,000.

4. If the registered capital of Company C is100000, it is subscribed but not paid. Company C owes 20 million yuan due to poor management, and creditors sue. Company B shall bear the debt of 99% of the shares with a registered capital of 9.9 million. Tracing back to Company B, except for the investment of RMB 654.38+10,000 Yuan in LP of Company B, others are not liable, and GP (namely Company A) is liable for RMB 9.9 million Yuan. Tracing back to Company A, the registered capital is only 1 10,000. When Company A goes bankrupt, the actual controller of Company A only needs to pay the registered capital of 654.38+0 million, thus avoiding the debt of 9.9 million.