1.*** Enjoy capital instead of expenses: When you share your capital-money, resources, information or assets, etc.-with others, you are automatically sharing your entrepreneurial ability with others. Under ideal conditions, your partner should be honest and honest, and never try to take the wealth you share for yourself and then turn around and leave. However, the real world is not perfect. So you must be careful. A better way is to make a capital sharing agreement and share the expenses under a "joint" agreement. If things don't go right, everyone can easily separate.
The reason why you partner with the other party is that you can't afford to hire such a person: this starting point is a mistake in itself and may destroy your partnership at any time. The situation is mostly like this: Zhang San has ideas and Li Si has skills, but Zhang San can't afford to hire people like Li Si, so they decide to share taxes, expenses and profits. As a result, Zhang San and Li Si became incompatible adversaries, and Zhang San found himself responsible for Li Si's debts (financially or otherwise) according to the partnership agreement. If you have a good idea and others have the required skills, just hire them to work for you, or sign an independent contract agreement. There is no need to give away anything that belongs to you.
3. No written partnership agreement has been formally signed: due to the characteristics of the partnership itself, all the details and responsibilities of the partnership should be clearly defined and implemented in writing, and then all participants will agree unanimously. It is best to draw up a written legal agreement by a professional lawyer recognized by all parties. Find a lawyer who is proficient in business partnership, and then keep the contact information of this lawyer so that you can contact him at any time. When things go off track, you may need his help again.
4. Ignoring the limited partnership: One of the main reasons for the final breakdown of the partnership agreement is that each party in the agreement thinks that others should bear the responsibility, and it is difficult for everyone to reach an agreement. The solution to this contradiction is limited partnership, and the limited partner is not responsible for the actions or debts of the general partner. Similarly, a professional lawyer who is very familiar with this field is needed to draft the relevant partnership agreement.
5. Not prepared for the future: Many big people will prepare a prenuptial agreement for marriage. In the business field, prenuptial agreement is equivalent to withdrawing from the agreement. In any cooperation agreement, clearly defining the terms of withdrawing from the partnership can help you and your partner to withdraw from the partnership, or provide the option of purchasing the other party's equity. This kind of clause can be very concise-it will never hinder the successful operation of the enterprise.
6. Expect the partnership to remain friends after it breaks down: Similarly, taking the marriage relationship as an example, how many couples do you know who can still be friends after divorce? I guess not too much. So don't do business with friends with the naive idea of "being friends even if the cooperation fails". It sounds good for friends to start a business together, but remember, in the business world, business is always the first and friendship is the second. You also need to remember that when the business fails, friends often can't do it.
Partnership: Any enterprise needs a boss, including a partnership enterprise. If you decide to adopt the partnership method, you should choose the ratio of "6-4" or "7-3". Only in this way can you and your enterprise be responsible for overall planning. There must also be a clear acquisition or exit strategy that is beneficial to you-you can benefit yourself, and at the same time you can reduce the troubles in future operations.
Second, the taboo of partnership
With the development of market economy, it is even more difficult to break into the market alone. Due to human resources, funds and other reasons, many people have to choose the way of partnership for development. In order to prevent partnership disputes, we should pay attention to the following five taboos:
No agreement. Article 3 of the Law of the People's Republic of China on Partnership Enterprises stipulates: "A partnership agreement shall be concluded in writing by the partners through consultation according to law." Paragraph 2 of Article 8 stipulates that "a written agreement is required for the establishment of a partnership enterprise." Therefore, to set up a partnership enterprise, a partnership agreement must be signed in accordance with the law. It is necessary to know that a partnership agreement is the basis for determining the rights and obligations between partners and for resolving disputes. A written agreement is a statutory condition for the establishment of a partnership. For enterprises without a written partnership agreement, the administrative department for industry and commerce may refuse to issue a business license, and it is difficult to establish a partnership. To form a partnership with others or start a partnership enterprise, a written agreement should be reached with all partners on major issues concerning the partnership, such as capital contribution, admission, withdrawal, profit distribution and debt burden, in accordance with the provisions of relevant laws. If it has been opened, it should be reissued quickly.
Second, avoid saying that there is no evidence. "Who also distrust? Business is so busy that it is troublesome to write. " In the process of joint venture, the procedures of capital investment, debt payment, recovery of creditor's rights, purchase and shipment are very complicated. Regardless of profit or loss, the account must be calculated, and if it is to be calculated, it must be based on evidence. Without evidence, friction and contradictions will arise, and eventually it will turn against each other. Article 55 of the Supreme People's Court's Opinions on Several Issues Concerning the Implementation of the General Principles of the People's Republic of China and the Civil Law stipulates: "If there is no written partnership agreement between the parties and it has not been approved and registered by the administrative department for industry and commerce, but there are other conditions for partnership, and there are two or more unrelated parties who have oral partnership agreements, the people's court may determine it as a partnership." If there is a gap, there is no evidence, and how can we handle disputes only by the conscience of our brothers? When doing business in partnership, to prove the partnership, there must be corresponding evidence to prove the amount of investment, the proportion and amount of debt, and whether you have paid the partnership debt. In daily cooperation, you should pay attention to the collection of the credentials of the partners. Leave enough evidence for disputes to protect their respective interests.
Don't talk about losses. "Partnership is to make the business bigger, and what if you don't make a profit?" When people are in partnership, they often avoid talking about losses.
Market risks are everywhere, and partnership losses are even more common. Therefore, it is not acceptable to avoid losses. It is important to know that * * * sharing losses is an important cause of partnership conflicts. According to Article 53 of the Supreme People's Court's Opinions on Implementing the General Principles of the Civil Law of the People's Republic of China: "If losses occur during the partnership operation, and the partners fail to share the partnership debts as agreed or reasonably, the quitter shall be liable for the debts of the original partnership; If the quitter has shared the debts of the partnership, he shall still be jointly and severally liable for all the debts during his participation in the partnership. " If you win, you must also afford to lose. The assumption of loss-making debts is directly related to everyone's interests. Let's talk about it first.
Four bogey points are uneven. When in trouble, we are in the same boat, and it is easy to suffer in partnership, but it is difficult to enjoy wealth. This is the experience and lesson of many people who have been partners. There is no agreement on profit distribution before the partnership. With money, how to divide it is different. Therefore, the fair distribution of profits according to the agreement is a problem that should be paid attention to to to avoid partnership disputes.
Five taboos are not sincere or not. Honesty and credit are the foundation of partnership. However, partnership is a long-term process, and mutual suspicion and distrust should be avoided in production and operation. If they are not honest with each other, the partnership will come to an end, and there are quite a few disputes caused by it.
Taboos in partnership management
Avoid not doing full market research and blindly partnering. The market is risky, but many people are eager to find a job, and they have not made a full investigation of the market, so they have rashly partnered. In addition, the legal consciousness is weak, and we only act in good faith. As long as we say something orally, we can't think of signing an agreement at all. There are no regulations on the distribution of partners' surplus, debt commitment, withdrawal from partnership and property distribution after the dissolution of partnership, which is easy to cause disputes.
2. One party shall not dispose of the property of the partnership without permission. The property of the partners shall be managed and used uniformly by the partners. However, some partners deal with the property jointly managed by * * * without the consent of other partners.
Three don't speak bad faith, damage each other.
Avoid unclear accounts and incomplete procedures. A partnership must make its accounts public so as to facilitate mutual supervision. However, when many people start a business in partnership, in order to save money, they often decide that one party will do the accounts, but because they don't understand accounting, the accounts are unclear and the partners don't trust them.
The above-mentioned taboos are the important causes of partnership disputes, and we should pay attention to handling these problems when starting a partnership.
Third, the partnership is not a dilemma for money, so don't let your feelings get hurt.
In the initial stage of starting a business, a lot of capital must be invested, and many entrepreneurs can't afford this cost. Therefore, partnership has become the business model that entrepreneurs often choose at this stage. However, people often say, "flowers are not full of flowers, and people are not good at everything." Even good friends sometimes stumble, not to mention conflicts of interest in the process of starting a business. So what should we pay attention to in partnership?
Fiasco
Protagonist: Wan Songlin Partner: 3 Project: Hotel
Lesson: Entrepreneurship should not be impulsive, but should be timely, geographical and more important. Entrepreneurship, especially for young people, must not be impulsive. When choosing partners, we should also pay attention to whether each other's personalities are appropriate. In cooperation, we should have a clear division of labor and clear rights and responsibilities.
Success story
Protagonist: Sun Mi, Yong Yang Partner: 2 Project: Shanxi Core Agent of a certain brand computer.
Experience: momentum+opportunity+contacts
Sun Mi and Yong Yang used to work in the same computer company. Because there was a short-term distribution situation of the brand computer in the market at that time, two people decided to set up their own computer company after discussion.
"At that time, when the company was established, we analyzed the market and prospects, and the most important thing was that we didn't have much capital investment in the early stage of our business, and the computer industry was an industry with large investment and small profits, so we decided to start a company in partnership."
The company was established in August last year. At first, Sun Mi and Yong Yang didn't have many ideas, and the opportunity was just in front of them. They both had their own customer base, which is what they called connections, so they decided to follow the trend, contacted their former customers and started to run their own companies.
Partnership has its advantages and disadvantages. Good cooperation is of course beneficial to the development of the company, while poor cooperation may lead to the failure of the company. Sun Mi and Yong Yang said that when they cooperated, they only came together for the same goals and ideals. The most important thing for them is to work together. Of course, they have also encountered disagreements, and if they do something wrong, they must analyze the reasons, which also makes them mature a lot in the process of dealing with differences. They all consult with each other about everything now. Sun Mi and Yong Yang have different personalities, so they can make up for each other's differences in some aspects, which promotes the development of the company relatively.
Sun Mi and Yong Yang said that the biggest problem they are facing at present is capital. Capital is the foundation, and the economic foundation determines the superstructure and the scale and strength of the company. However, after five months of operation, the company's operating conditions have basically achieved the expected purpose, including product promotion and profit. However, compared with some large distributors, their companies still have a certain gap, and their strength is still very weak, so they decided to do a good job at present and gradually operate some transitional products.
Sun Mi and Yong Yang said that they are not afraid to face failure, and that youth is capital. If they fail, they will start all over again, and they will grow up after learning the lessons, but the lessons will be beneficial to their growth.
For partnership and initial venture, Sun Mi and Yong Yang said that first of all, they must coordinate internally to avoid differences. They should not go their own way together, keep in step, avoid making enemies in business, try to keep a low profile and make money with each other.
Misunderstanding article
Myth 1: Divide the cooperative equity equally.
When determining the partnership, there is often the problem of determining the capital contribution and amount of partners. At this point, partners often fall into the misunderstanding of automatically sharing the equity ratio, which can easily sow the seeds of contradictions and conflicts.
Myth 2: Ignoring information communication
Many people think that since we have cooperated together, our feelings are naturally not casual acquaintances, and there is no need to communicate more, which is often a big misunderstanding. Too much emphasis on past friendship, no information communication, once there are any differences, the foundation of previous trust will begin to shake. It is impossible for both sides to have no idea about this and accumulate it. On the contrary, this foundation will be completely destroyed and the two sides will turn against each other.
Myth 3: Just partner with friends and relatives.
In our country, many private or private enterprises are often realized through the cooperation of relatives and friends, or brothers and sisters, or aunts and uncles. When we see successful examples, we know more often than not. Family-style cooperation is easy to consider the blood relationship and ignore the actual economic relationship, and conflicts will inevitably occur, and it will bring the seniority into the division of positions, which will easily lead to the entanglement of family affairs and company affairs.
Myth 4: the articles of association are uncertain in advance
China's current cooperation is mostly that of friends or relatives, which is a feature. Some people think that we are friends and relatives, and our feelings are naturally different from those of strangers. As for the cooperation articles, they are dispensable. However, indefinite articles of association in advance is a taboo for cooperation, feelings belong to feelings and business belongs to business. No matter how good relatives and friends do business together, they must establish a sound set of rules and regulations.
Myth 5: unclear division of roles
Because everyone is cooperative, they are all bosses, so it is easy to cause unclear division of roles when cooperating. Partners feel that they should intervene in everything, and that they should understand the operation of the enterprise, so they fall into a misunderstanding.
Four, how to realize the partnership?
The management of partnership includes three aspects: the management decision of partnership, the implementation of decision and the person in charge of partnership. According to Article 34 of the General Principles of the Civil Law, the business activities of individual partnerships are decided by the partners, and the partners have the right to implement and supervise. Partners may nominate the person in charge. All partners shall bear civil liability for the business activities of the person in charge of the partnership and other personnel.
A detailed analysis of the contents of partnership mainly includes the following points:
(1) The business activities of a partnership, including business plans, business projects, business income distribution, etc., must generally be decided by all the partners through consultation, but it does not rule out the * * * will of the partnership according to the majority partner or majority share principle.
(2) After the management decision of the partnership is made, there are two ways to implement it; First, it is executed by all partners; Second, after full consultation, all partners recommend one or more partners to be responsible for the implementation, while other partners have the right to supervise and control the business activities of the executor.
(3) The person in charge of the partnership is elected by all partners to represent the interests of all partners externally. All partners shall bear the civil obligations and responsibilities such as operating losses, unexpected losses and debts incurred by the partners in internal organization and management and the person in charge of the partnership in implementing the business decision of the partnership. However, if it can be proved that these obligations and responsibilities are caused by the management decision of the head of the partnership beyond the partnership, the head of the partnership shall bear such responsibilities personally.
V. Matters needing attention in partnership operation
On the road to starting a business, are you alone or conspiring to enter? If you have experienced storms and you have abundant capital, you may be independent; If you are just starting out and have only one skill, it is better to find people with lofty ideals to cooperate and give full play to their respective strengths to achieve something.
The first question: partnership, why do we choose this way?
First, partnership is a way for us to achieve our goals.
What are the goals we set for ourselves? If friends just want to open a small shop and do a little business, then the necessity of partnership may not be too great, as long as we have some funds, we will do it slowly; But what if you want to do something bigger, for example, you want to open a processing factory and set up a trading company, but you can't do it by yourself? Partnership is a better way.
Secondly, partnership is a way for us to give full play to our abilities.
In today's society, the division of labor in various industries is becoming more and more detailed, and it is impossible for each of us to do everything well. We always have some strengths and, of course, some weaknesses. How can we give full play to our strengths and avoid our shortcomings? For example, if you want to open a processing factory, you have the advantages of production management and technical expertise, but what you lack is sales ability, and now there is a good opportunity in front of you. What should you do? Partnership is a good solution. You can find friends who can sell your ability. Let's do it together.
Third, partnership is a good way for us to source venture capital.
This point was mentioned by Mr. Yuan in the previous class. If all the funds we need to start a business are taken out, it will be difficult. Another person's funds may only do a little thing, but they will be bigger after more. If you have friends to do it together, you will use less money to do bigger things.
The second question: what are the conditions for partnership?
First, ideologically, "No common goal, no common goal".
I have always adhered to the above point of view. If I can't agree in thought, I will definitely not work hard towards a goal in action. Partners should have a unified understanding of the project, such as the story about half a bottle of water. If your idea is optimistic, there is still half a bottle of water, which is good and can last for a while; And your partner's idea is pessimistic, and there is only half a bottle of water left. What should I do? In this case, you and your partner will have very different ideas, and the partnership will be somewhat difficult.
Second, in behavior, "seeking common ground while reserving differences"
Each of us has his own characteristics, and when we are together, we must understand this clearly. Everyone will have everyone's ways and habits of doing things. Only when they are fully understood will their respective advantages be fully displayed. Everyone will cooperate with each other when doing things, and there will be 1+ 1> 2. Only in this way can we achieve our goal.
Third, in business, "division of labor and cooperation"
"Every inch has its strengths, but its feet are shorter". In business, if you have experience in production management, let him do this. If you have excellent skills, then you should take charge of technology and have good sales ability, and be responsible for sales. Everyone should perform their duties according to their own abilities and characteristics, and do their part. If you don't do well, there will be problems.
The third question: what problems should we pay attention to in partnership?
First, the partnership agreement must be clear
The agreement must be signed, and everyone must be clear. There must be no ambiguity. One is one, and the other is two. At the beginning, we can argue about our own ideas, no matter how intense it is, because it was before the establishment, but if it is agreed, it must be done in strict accordance with the agreement. A little quarrel later will also bury a crisis for the future development of the company.
Second, there must be full trust between partners
Sometimes, partners may not directly participate in the management and sales of the company. At this time, non-participants must give their associates enough trust. They can't go to see where the money is spent today, and check it tomorrow. Is the account correct? This will disrupt the normal operation of the company.
Third, the partnership account must be clear
This is a key point. What is the purpose of the partnership? It is also to make money. Where can we see whether we have earned it or not? Accounts, if you make a mess of the accounts when you are in partnership, and the partners can't understand them, will you still have full trust?
Six, a brief talk about the reasons for the partnership1+1< 2.
After making the decision to start a business, every entrepreneur will first encounter this question: Is it "riding the world alone" or partnering with others to fight the world?
The reality is that some people have created a world by themselves, while others have failed because of their own difficulties. Some people started a business in partnership, but because of the "one mountain can't accommodate two tigers", the already good business was abandoned halfway and broke up halfway. Others, because the partners can "share the same enemy", as a result, "three heads are better than Zhuge Liang" and have done a great job.
Two heads are better than Zhuge Liang, but why does the partnership always appear1+1< 2 or equal to 0? The following is the author's reflection after the failure of the partnership, in order to give some warnings to the entrepreneurs who plan to operate in partnership.
1, the choice of partner is very important.
Many co-entrepreneurs are good friends before starting a business. Let's compare it to premarital relationship for the time being, which is sweet without losing distance. The process of starting a partnership, such as from love to marriage, may become inevitable if the entrepreneur marries in a hurry without knowing enough about his partner. Such fatal mistakes also explain why the partnership fails. Therefore, when choosing a partner, there should be a comprehensive investigation of the partner's personality, accomplishment and mind. Personality mismatch does not determine success or failure, but it must be the fuse of cooperation failure, and personality determines a person's way of doing things. The accomplishment of cooperative object determines its analysis and long-term planning of project operation. Mind is also a very stable factor, which can be seen from some details. If you don't have a big mind, it will be difficult to achieve great things, and you will suffer from losses in investment. Especially when you encounter business difficulties, you must be timid, take less losses as the guiding principle, and lack investment psychology, so that you will stay in business without starting a business and the project will be unsustainable.
2. Define the rights and responsibilities of owners and operators from the very beginning.
This is extremely important. A considerable part of the cooperation is friends or relatives. At the beginning of the business, everyone will not care about personal gains and losses. However, once the project is officially put into operation, if the ownership and management rights are not determined, there will be problems between the partners, such as what I did, what you didn't do, or one person paid more and one person paid less. In this way, emotions are generated. Emotion is not terrible, the key is to bring it to the project operation, which will have a great impact and have a great destructive effect. Although I emphasized the separation of ownership and management right in the first day of cooperation with friends, and wrote it into the agreement, there was no clear business rights. Shareholders, that is, owners, are investment dividends, and operators are specific operations to create profits. Business rights and interests should be clearly defined, and operators who cannot bear business responsibilities can never be a good operator. Clear responsibility is not only the goal of operators but also the goal of shareholders. Right is also important. Financial power, human rights and decision-making power, if the operator does not have clear operational autonomy, can not achieve the previous responsibilities. If there are no important people, no money, and no promises, then the so-called operator is just an executor, and it is difficult for shareholders to command and implement every detail. Profit, that is, the affirmation of the operator's operating performance. If there is no profit, it will be done well and done badly. In particular, shareholders and operators are more likely to have the psychology of losing everyone, and the mood will come. Therefore, it is extremely important and crucial to formulate business objectives (responsibilities), fully authorize (rights) and formulate incentive system (benefits) at the beginning. Otherwise, it will cause the project to be unenforceable, which is contrary to economic laws.
3. Exclude family members from specific business and decision-making, and intensify equity.
The so-called home and everything, in this cooperation, I thought that the way of family members holding shares could be more recognized and supported by family members. Originally, two people were partners, and all of a sudden they expanded into a four-person partnership. As a result, everyone was a shareholder and they were all pointing fingers. In particular, the relationship between the two sides is husband and wife, and the final result is that the pillow wind blows through the shareholder cooperation agreement and friendship. Therefore, friends who plan to start a business in partnership are advised not to easily let the other half of the partner cut into the specific operation and decision-making, so as to achieve equity intensive.
4, equity equivalence, as long as five fingers, born a monster.
We are all good friends, and it is an ideal thing to emphasize equity equality, which seems to be a harmonious and mutual respect. Equitable equity, as long as five fingers, is born a monster. The four shareholders (husband and wife) each account for 25%. When there is disagreement, who will make the decision, and the result of democracy will come to nothing. A very small thing, discussed and discussed, seems to have been agreed in the end, but it is still lingering when it is actually implemented. Therefore, in partnership, there must be differences in equity and different responsibilities and rights.
5. There should be room for the budget of cooperative funds.
For a new project, there must be sufficient capital budget and room for operation. Because in the process of project implementation, there will always be some hidden expenditures or sudden expenditures. For example, the original light box production needs to be unified due to urban planning, and the production cost has changed at once. Therefore, after the cooperative project funds are budgeted, more than 30% of the reserved funds should be prepared on this basis. Especially if the partners don't understand the cooperation project, increasing the investment again and again may exceed the psychological endurance of investors, and even cause the capital chain to break, which may make it impossible to get through a small hurdle.
Make good rules of the game, such as collecting firewood, lighting, which firewood to put first, and how to put it ... Only when everyone collects firewood can the flame be high. Let's * * * look forward to a partnership1+1> 2!
Seven, partnership management know-how: the separation and unification of power and ability.
In partnership business, the most difficult thing to do properly and the most likely to cause disputes is the ownership of rights and capabilities. According to reason, everyone is the boss, you can't control me, and I can't control you. But in fact, there are more bosses in charge, and this business can never be done well. One person must give orders.
But who will be the big boss? Can other shareholders and bosses be willing to obey? What if the partners disapprove? Should management and operation be separated? If it is separated, how should it be divided? If it is unified, what way should it be adopted? ……
There are too many problems in this, so it is impossible to list them one by one, let alone analyze them one by one, and we can only discuss them on the basis of big principles.
Who will be the big boss? This problem is relatively easy to solve. There are only two ways: First, the boss with more capital will be the boss; Second, talents and abilities are strong. However, there are still problems. How big is the power of being a big boss? What should other shareholders' bosses hold? This is not a good arrangement.
General partnership business, the mode of operation is nothing more than the following three categories:
One person is solely responsible for the operation, and other shareholders contribute money regardless;
Shareholders all hold positions in the company, but all the management power is in the hands of one shareholder, and others do not interfere;
Several shareholders and bosses hold important positions in the company, such as the chairman and the general manager, and everyone's rights are almost the same, which is truly a partnership.
One, two, the problem is relatively simple, just talk about the third category, which is the most prone to problems. This is the favorite way for young people to start a business.
On the surface, this is the division of power and ability, so that everyone has the opportunity to develop their strengths. In fact, there is a bit of young people's "fame" mentality, and it is always very arrogant to hand over the business cards of the chairman and general manager.
No matter what kind of psychology it comes from, it is not a big problem for business, and it is understandable for young people who pay for business. Although the business is small, it is always the boss. It is also indispensable for the company to hang up the reputation of chairman and general manager. The problem is that everyone has assigned their duties well, but the division of work responsibilities and powers is often confused. The general manager can also be in charge of the chairman's affairs; The general manager's affairs can also be managed by the chairman.
On the surface, everyone is indifferent to each other and kind. In fact, this is a "sugar-coated poison" in the partnership, and it must not be used for a long time.
"Power" is a very strange thing. Once it belongs to itself, it will naturally form the psychology of protecting it, and no one will be allowed to infringe on it. People's possessiveness of it is no less than money, let alone friends, and it is also inviolable. If the general manager can make decisions on behalf of the chairman and the chairman can make plans for the general manager in the partnership business, who is the master?
Because you can decide for him, you can also veto his decision. How can such an organization with mixed powers and responsibilities survive?
Therefore, there must be a boundary between the powers and responsibilities divided by everyone, and we must keep our own responsibilities and not overdo it. In addition, it is necessary to respect each other, which is the principle of dealing with others and the principle that partnership must abide by. In the event of mutual contempt, this partnership is tantamount to an incurable disease.
However, the rights and responsibilities of partnership business are not as easy and clear as dividend distribution, which depends on the ability of shareholders. For example, the leader of a partnership enterprise is a talented person with brains and courage. Regardless of operation and management, he has his own set of ideas and practices, so his powers and responsibilities are bound to be great. Otherwise, he will not be able to give full play to his talents. In this case, the partners will get along well only if they listen to him.
It depends on the content of the partnership agreement. In principle, the partnership agreement is used to bind the partners, and the limited company is an enterprise legal person registered by one of the partners, and the partnership agreement is not binding on it.
However, because the partnership agreement is binding on the partners, if the agreement stipulates the non-competition obligations of each partner (that is, they shall not engage in the same or similar business as the partnership within a certain time and area). ）。 Then other partners can ask the partner who set up a limited liability company to bear the liability for breach of contract.
Since there is no legal relationship between the partnership and the limited company, the partners are only jointly and severally liable for the debts incurred by the firm in the name of the partnership, and the limited company is liable for the debts incurred in the name of the company, while the partners are not liable for the debts of the limited company.