2. Determine the dividend according to the law: If there is no dividend agreement and all partners have not reached an agreement through consultation, then the final dividend can only be determined according to the relevant regulations.
3. Dividend according to the partnership agreement: According to the provisions of the partnership company law, when joining a partnership enterprise, the amount of capital contribution needs to be determined. After the capital contribution is determined, the dividend will be distributed according to this proportion and determined together in the partnership agreement.
1. The differences between a partnership and a company are as follows:
1. A partnership is a contractual enterprise and a limited company is an equity enterprise. China's "Partnership Enterprise Law" stipulates that a partnership enterprise is an enterprise in which all partners enter into a partnership agreement according to law, * * * jointly contribute, operate in partnership, * * * enjoy the benefits, * * * bear the risks and bear unlimited joint and several liabilities. Partnership agreement is the basis for partners to enjoy rights and assume obligations. The mode, amount and duration of capital contribution by partners, the way of sharing profits and losses by partners, and the execution, dissolution and liquidation of partnership affairs shall be carried out in accordance with the partnership agreement concluded according to law. According to the Company Law, the shareholders of a limited company contribute their capital in proportion to their capital contribution, and are liable to the company to the extent of their capital contribution, and enjoy the owner's right to benefit from assets, make major decisions and choose managers according to the amount of capital invested in the company.
2. The most important difference between a partnership and a company is that it does not have the legal person status, but a limited company has the legal person status. This difference has two meanings. First, it shows that a partnership has a relatively independent personality, and a limited company has an absolutely independent personality. Secondly, it shows that the property of the partnership is only relatively independent, and the property of the limited company is absolutely independent. A partnership enterprise is established by independent partners according to the partnership agreement and has the nature of partnership. A partnership has only a relatively independent personality. As an independent subject, he can own property in his own name, participate in litigation and enjoy other rights. However, in terms of debt liability, partners and partnerships are joint and several. Partners shall be jointly and severally liable for the debts of the enterprise, and each partner may enjoy rights and assume obligations on behalf of other partners. Even if they have an agreement on the proportion of debt liability internally, they can't fight against the unlimited joint and several liability externally.
3. The difference between partnership and limited company in taking responsibility is closely related to the difference of their property rights structure. The property right structure of a partnership is unitary, while that of a company is dualistic. The property of the partnership enterprise is not owned by the partnership organization independently, but by the partners, so the partners and the partnership enterprise bear joint and several liabilities.
Two. Dividends of the company
1. Cash distribution with profits of the current year shall meet the following requirements:
(1). The company made a profit that year;
(2) Deferred losses have been made up and carried forward;
(3) Withdraw statutory common reserve fund 10% and statutory public welfare fund 5%-10%;
2. In addition to meeting the condition of 1, the distribution of new shares with the profits of the current year shall also:
(1). The company's previous stock issuance has been fully raised and separated by one year;
(2) There are no false records in the financial and accounting documents of the company in the past three years;
(3) The company's expected profit rate can reach the bank deposit profit in the same period;
3. In addition to meeting the conditions in Item 2 (1-3), the surplus reserve shall be converted into share capital:
(1). The company has made profits in the past three years and can pay dividends to shareholders;
(2) The statutory reserve fund retained after distribution shall not be less than 50% of the registered capital;
(3). In addition, according to the Company Law and the Guidelines for the Articles of Association of Listed Companies, the dividend distribution of listed companies must be proposed by the board of directors, and the shareholders' meeting shall be convened for deliberation and voting in accordance with legal procedures, and it can only be realized through the 1/2 cash distribution plan or 2/3 dividend distribution plan represented by shareholders attending the shareholders' meeting.
legal ground
People's Republic of China (PRC) partnership enterprise law
Article 33 The profit distribution and loss sharing of a partnership enterprise shall be handled in accordance with the partnership agreement. If the partnership agreement is not stipulated or clearly stipulated, it shall be decided by the partners through consultation; If negotiation fails, the partners shall allocate and share the capital contribution in proportion to the paid-in capital; If the proportion of capital contribution cannot be determined, it shall be equally distributed and shared by the partners.