Limited Liability Corporation With Partnership Enterprise Interconversion Legal Issues

In our current legal system, the company with a partner enterprise is our most important corporate law form. Existing legal regulation of major by the Partnership Enterprise Law "and the" Company Law "provisions, in which two law, the company and partner companies internal conversion has provisions for both between direct conversion failed to mention. However, enterprises continue to operate existing, may be outdated because of many different reasons. Conversion in accordance with China’s current legal system, companies and partnerships between enterprises can only be canceled this enterprise, and then set up the way of another enterprise, this pathway will experience numerous aspects:the convening of the shareholders (partners’meeting) the resolution dissolution of the enterprise, liquidation, notifications and announcements, the distribution of the assets of the enterprise, cancellation of existing enterprises, corporate members signed another agreement, invested and set up registration of new enterprises. Eight links along with cumbersome procedures, the tax burden as well as time wasted on be business owners and other stakeholders have a tremendous negative impact. In modern life, there are many similarities between the partner enterprises and as a corporate legal form of the company as a corporate legal form, which offers the possibility of the conversion of the partner enterprises and companies; between partner enterprises and companies because they can not be directly converted negative impact while maintaining its main identity premise convert necessity. So, under such circumstances, the author of a bold vision to build a bridge between enterprises and companies, both direct conversion, so the conversion cost reduction to meet the needs of the enterprise market development, thereby enhancing the operational efficiency of enterprises.Based on the premise of maintaining the body, limited liability companies and partnerships with each other directly convert this idea, this article from theoretical and practical point of view, demonstrates the limited liability company and partnership conversion theoretical basis and practical needs. In theory, the main discussion of limited liability companies and partnerships exist between the inner essence, is the subject have identity, this identity can be understood from three aspects:First, a limited liability company and partnership as a legal form of business has the legal status of civil subject. Both because of its property of independence and independent rights obligations, also has the responsibility of independence, but independence program is different. The second is a limited liability company and partnership as a "cloak" wrapped the body of internal and external relations consistency. Internal relations mainly for corporate resolutions, the capital share, business execution and with the relationship between employees and partners. External relations mainly for both debt and commitment to corporate responsibility. Three is a limited liability company and partnership as "clothes" on the nature and function of consistency, limited liability companies and partnerships are designed to meet investors’ pursuit of existence, both for the market to provide identification of their wearing "clothes" function.In a limited liability company and partnership reality the demand side, because of the limited liability company with its corporate partnerships are different legal forms, legal regulation them different, and their relative advantages and disadvantages of different terms in different environments, the companies will according to different needs of enterprises form to make a different choice. Limited liability company and partnership itself an advantage, is why investors would consider "demand." The advantage of a limited liability company, has a better corporate governance structure, the limited liability of shareholders, legal improve its regulation, which are favored by investors for its foundation, so this form of business is more conducive to financing. The advantage lies in the partnership enterprise members only pay personal income tax, monitoring costs and agency costs low, because the partners bear unlimited joint and several liability, so for investors, compared to the Company’s shareholders accept a limited liability partnership corporate general partner assume unlimited liability for its more attractive, which is subject to the risk of smaller.In particular, a limited liability company and partnership building mutual direct conversion system, the author mainly from three aspects to the discussion on the construction of the system. First, the type of business transformation requirements, I believe that because a person limited partnership in the organization and the number of members on the differences, company and partnership in achieving the conversion process should be a limited liability company excluded. Second, the procedural requirements, the company and partnership to achieve direct conversion need to go through the process: conversion report made by converting the resolution, prepare a balance sheet and an inventory, notification and registration announcements and conversion. Third, substantial elements, first of all companies use in order to avoid the type of enterprise transformation to the detriment of the interests of other stakeholders, it must be converted before the enterprise property status and behavioral conditions to conduct investigations. Secondly, the provisions for the protection of stakeholders some relief measures. Such as the dissenting shareholders, creditors and employees of enterprises and partners to protect. Finally, of course, is to meet the conversion requirements of corporate legal establishment.This follows the "existing problems-theoretical support+existing demand-specific build" are expanded this idea, in strict accordance with the law deductive logic, striving to make this consistent with legal logic. This, This paper discusses a limited liability company and partnership building mutual conversion system, its outline is depicted in the above picture.