Organization is the entrepreneurs organization and use of various production elements of the mode of production, management, business model and organizational guarantee for curing. A good business model must be identified by a certain organization form and function, in order to ensure the stability and sustainability of the business model.
At present, a sole proprietorship, partnership and company's three types of our country enterprise organization form. Because the enterprise organization form is legal, enterprises have set up the legal form of enterprise. Legal non type rules, countries not to recognize and protect. But the three kind of enterprise organization form basic reflects the different levels of productivity development level and the characteristics of the industry, has great difference in the conditions of establishment, financing, debt management, termination, etc.. Entrepreneurs if the illegal enterprise organization form or not suitable for the development of the enterprise organization form, may lead to set up a development or hindered cannot risk. Usually, the entrepreneur needs to consider the characteristics of the legal conditions, the establishment of enterprises engaged in industry and business plan, capital requirements, management ability, tax differences and other factors, select the appropriate form of enterprise organization.
1, according to choose the conditions
If only the entrepreneurs to invest, alternative forms of enterprise organization for individual industrial and commercial households, a sole proprietorship enterprise, one person limited liability company, the three in the legal status, the investor, the sites of production and business operation, responsibility and so has certain difference.
Individual industrial and commercial households have management ability and in accordance with the "Regulations" provisions of individual industrial and commercial households by the administrative department for Industry and commerce registration, engaged in the business of citizens. Although it can engage in business activities, but not the law of enterprise organization form, does not have the qualifications of a legal person. As China's market economy gradually improving, especially the "sole proprietorship enterprise law of the people's Republic of China" promulgated, a qualified individual industrial and commercial households will be transformed into a sole proprietorship enterprise. Individual industrial and commercial households can be established by a natural person, can also set up jointly by the family. Passenger and cargo transport, trafficking and stalls set up, the mobile service of individual industrial and commercial households without a fixed place of business. Individual industrial and commercial households on debt assume unlimited liability. Personal business, undertake to personal property; family business, to the family property.
Owned enterprises are defined by a natural investment, property investors of all individuals, individual property investors with its unlimited liability for corporate debt management entity. Individual proprietorship enterprises to foreign enterprises in the name of engage in civil activities, but do not have the qualifications of a legal person. A sole proprietorship enterprise contributive person can only be a natural person, have a fixed place of business. Individual proprietorship enterprises in general, only to the individual property unlimited liability for corporate debt, only the enterprise registration of establishment, clear to the family property as a personal investment, only in accordance with the family property unlimited liability for corporate debt.
The establishment of the company complies with the conditions of a limited liability company, has the qualifications of a legal person. One person limited liability company may be established by a natural person shareholder or a legal person shareholder investment, have a fixed place of business. One person limited liability company shareholders only by its investment taking limited liability for the debts of the company, but when one person limited liability company shareholders can not prove that the property of the company is independent of the shareholder's own property, he shall bear joint and several liability for the debts of the company.
If two or more entrepreneurial investment, alternative forms of enterprise organization for the partnership or company, both in the legal status, foundation, capital, investment way, responsibility, management, financing, tax burden has certain difference.
The partnership enterprise, is a natural person, legal person and other organization legally established organization, including the general partnership and limited partnership of two types. The general partners of a partnership enterprise shall bear unlimited joint and several liability for the debts of the partnership. Limited partnership is composed of general partners and limited partners, general partners shall bear unlimited joint and several liability for the debts of the partnership, limited partnership with its subscribed capital contributions shall bear liability for the debts of the partnership. The partnership was set up on the basis of the partnership agreement, there is no minimum capital requirement, partner can be funded services, the sole proprietorship enterprise expand the sources of funds, can gather special technology, credit and other production factors, contribute to the expansion of the scale of the enterprise and profit ability. However, it also has many limitations: first of all, bear unlimited joint liability debts incurred to the partnership enterprise, if the partnership property is not sufficient to pay off the debt, the creditor has the right to request to any partner to perform all obligations; secondly, the partners dependent strong. The ownership, management rights and residual claim rights dispersed to each partner, personal interests and the interests of enterprises easy to have the contradiction, is not conducive to enterprise management centralized and unified; thirdly, partner of bereavement, bankruptcy or exit will affect the partnership continues to exist, is not conducive to the stable development of the partnership enterprise; at last, the above three factors determine the partnership limited number, financing capability is weak. Therefore, a partnership is a suitable for small and medium-sized enterprise organization form, it is difficult to adapt to the needs of modern society.
The company is set up in accordance with the statutory conditions and procedures, for-profit commercial organization. Company to the Constitution for the foundation was established, it has an independent legal personality, to promote the rapid development of enterprises. First of all, is the main capital relationship between shareholders, limited liability of stockholders, and greatly reduces the shareholders' investment risk; secondly, shares transfer, good fluidity, broaden sources of funding channels, to raise a lot of money by big business; thirdly, company organization's each position can be made of different to succeed, make it of vital importance to get rid of the dependence on particular individuals, business continuity enhancement; finally, the separation of ownership and management rights that factor owners and management to owners do their best, complement each other, improve the scientific enterprise management and operation efficiency. But the company also has many disadvantages, such as its complicated procedures, high costs; there are minimum capital, the shareholders can not use labor services contribution; interest differentiation, the higher agency costs; financial situation more transparent, poor confidentiality; more restricted government, undertake the double tax etc..
According to the provisions of the company law of our country, the company is divided into limited liability companies and Limited by Share Ltd two types, there are some differences in the foundation, financing ability, liquidity and management requirements.
The shareholder of the limited liability company with its subscribed capital contributions shall be responsible to the company, the company shall bear the responsibility for its debts with all its assets. Due to the limited liability system, limited liability company has strong capital color, but with some people together, shareholders need to understand and have some trust. Generally speaking, a relatively small number of shareholders of limited liability company, the company scale is relatively small, financing capability is relatively weak. Limited liability company shareholders to account for the proportion of capital contribution to the performance of the company, do not issue stock, the shareholders to transfer their investment is more restricted, stock liquidity is poor. Relatively speaking, limited liability company established and dissolution procedure is relatively simple, the degree of separation of ownership and management right is low, management mechanism is relatively simple, the financial situation need not be disclosed to the public, more suitable for small and medium enterprises.
All capital Limited by Share Ltd is divided into equal shares, shareholders of its shares shall be responsible to the company, the company shall bear the responsibility for its debts with all its assets. It is a typical relationship between capital and shareholders of the Limited by Share Ltd. Limited by Share Ltd approved by the society to raise funds to large enterprises, the need of large amounts of capital to be established in the short term, is conducive to capital market and the public. The Limited by Share Ltd will its capital divided into equal shares, behave with the issuance of stocks, stock liquidity is strong, easy to cash. Limited by Share Ltd founder and business procedure is complicated, the separation of ownership and management rights to bring both coordination difficulties, at the same time as the company disclosed operating conditions, under the supervision of enterprise management in the public, commercial secrets to keep, more suitable for large and medium-sized enterprises.
2, industry characteristics
Different industries may have different requirements on the organization form of enterprise, professional services such as providing service for customers with specialized knowledge and skills (such as accounting firms, real estate intermediary), may be set up as a special general partnership enterprise; some traditional industries (such as food and beverage industry, commodity retail) in most of the enterprises small scale, competition is intense, can choose individual industrial and commercial households, a sole proprietorship enterprise or one person limited liability company to implement flexible management; some industries are still the registered capital, the pre-approval has made special access requirements.
At the same time, enterprises of different industries have different tax burden. Such as, selling goods or providing processing, repairs and replacement services need to pay the value-added tax and import goods. Sale of harmful, luxury, high energy consumption, high grade, oil and other products, but also to pay consumption tax. Within the territory of China to provide transportation, construction, finance and insurance, telecommunications, culture and sports industry, entertainment industry, service industry, the transfer of intangible assets, the sale of real property to pay business tax. Mining products or production of salt enterprises need to pay resource tax.
3, development planning
The development of small, small business risk, investors risk bearing capacity is weak, can consider the individual industrial and commercial households, individual proprietorship or partnership; otherwise, should consider a limited liability company or Limited by Share Ltd. With the increase of the expansion of business scale and business risk, management and control ability of the enterprise investor requirements are also increasing. In order to make the investment risk locked within the area of responsibility, the initial choice of the "unlimited" forms of organization of the enterprise when the time should be decisive for enterprise reorganization, timely conversion for the company.
4, the capital requirement
Different forms of enterprises registered capital requirements are not the same, the capital attraction has great difference. Enterprises and individual industrial and commercial households, individual proprietorship, partnership funds mainly come from business owners, partners or bank loans, capital attraction depends on the business owner, partner's ability and success in business. The company's main source of funds for the shareholders, loans, bonds, corporate assets, management ability, limited liability form conducive to attracting more investors. Larger projects, need more funds for the enterprise, form, or can be used by enterprises and individual industrial and commercial households, individual proprietorship or partnership form.
5, management ability
Different forms of enterprises with different characteristics and requirements management ability. Individual industrial and commercial households, a sole proprietorship enterprise by enterprise independent decision-making, action quickly; each partner in the partnership of equality and have control over most of the control right; shareholder limited liability company according to how much contribution have control of the company and the Limited by Share Ltd governance rights; the large shareholders have greater control over the management, and carry out daily management layer. The management and control of the ability of enterprises strong entrepreneurs, can choose individual industrial and commercial households, a sole proprietorship enterprise or one person limited liability company. Otherwise, should choose the form of partnership or company, so many talents in enterprises, to make up for their lack of.
6, the tax differences
China's "tax law" provisions, apply different tax policies to different forms of enterprises. Because of individual industrial and commercial households, individual proprietorship and partnership is not a legal entity, for corporate earnings only for investors to levy personal income tax, not pay enterprise income tax, individual income tax is levied by the quota or general tax rate. The company is a legal entity, must pay the enterprise income tax, to pay personal income tax for shareholder profit distribution, the law or the manner of audit collection. So, the shareholders of the company business enterprise income tax rate of the actual burden is far greater than the non corporate investors are the real burden of tax.
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