Enterprises will generate profits in the process of production and operation, and they also need to pay taxes at the same time. For individual partnership enterprises, the tax authorities will also implement regular fixed collection to help them pay taxes according to law. 1. The income tax rate of individual partnership enterprises is stipulated in Article 4 of the Provisions on Individual Income Tax of Investors in Sole proprietorship Enterprises and Partnership Enterprises (CaishuiNo.). 20091): The balance of the total income of a sole proprietorship enterprise and a partnership enterprise (hereinafter referred to as the enterprise) after deducting costs, expenses and losses in each tax year is regarded as the income from individual production and operation of investors and as the taxable item of "income from individual industrial and commercial households" in the individual income tax law. Second, how to distribute the equity of the partnership company. If the company is a general limited liability company, the shares shall be determined according to the proportion of capital contribution and registered capital, and the profits shall also be distributed according to the proportion of equity. In addition, when formulating the articles of association, the rights and obligations of everyone in the company, such as the proportion of equity, can be stipulated in the articles of association. 3. Model partnership agreement name:, male, Han nationality, date of birth, address:, ID number: name:, male, Han nationality, date of birth, address:, ID number: name:, male, Han nationality, date of birth, address:, ID number: Article 1 Partnership purpose: both parties jointly operate, * *. Article 5 The amount, mode and duration of capital contribution. (1) The monetary contribution of the partners is RMB 1 10,000 yuan. (2) The monetary contribution of the partners is RMB 1 10,000 yuan. (3) The monetary contribution of the partners is RMB 1 10,000 yuan. (4) The capital contribution of each partner shall be. (5) The capital contribution of this partnership is RMB 10,000. During the partnership, the capital contribution of each partner is * * * property, and it is not allowed to ask for division at will. After the termination of the partnership, each partner's capital contribution will still be owned by the individual and will be returned at that time. Article 6 surplus distribution and debt commitment. All partners * * * operate together, * * * work together, * * * take risks, and * * * be responsible for their own profits and losses. (1) surplus distribution: based on the capital contribution, it is distributed in proportion. (2) Debt commitment: the partnership debt shall be paid off with the property of the partnership enterprise first. If the partnership property is insufficient to pay off, it shall be borne in proportion to the capital contribution. (Special note: After any partner pays off the debt, the other partner shall pay off his share to the other party within 10 days. Article 7 Access, withdrawal and transfer of capital contributions. (1). 1. The joining of new partners must be approved by all partners; 2. The new partner acknowledges and signs this partnership agreement; 3. Unless otherwise agreed in the partnership agreement, the new partner in the partnership shall enjoy the same rights and bear the same responsibilities as the original partner. The new partner shall be jointly and severally liable for the debts of the partnership before joining the partnership. (2) Quit. 1, voluntarily quit. During the operation of the partnership, the partners may withdraw from the partnership under any of the following circumstances: ① the reasons for withdrawing from the partnership appear; 2. Withdraw from the partnership with the consent of all partners; It is difficult for partners to continue to participate in the partnership. If the partnership agreement does not stipulate the term of operation of the partnership, the partners may withdraw from the partnership without affecting the implementation of the partnership affairs, but they shall notify the other partners in writing 30 days in advance. If a partner withdraws from the partnership without authorization and causes losses to other partners, he shall compensate for the losses. 2. Of course, resign. If a partner has one of the following circumstances, he will of course quit the partnership: ① he is dead or declared dead according to law; (2) Being declared as a person without civil capacity according to law; (3) the individual loses solvency; (4) All the property shares in the partnership enterprise shall be enforced by the people's court. The effective date of withdrawal under the above circumstances is the actual withdrawal date. 3. Quit. Under any of the following circumstances, with the unanimous consent of other partners, a resolution can be made to replace the partner: ① failure to fulfill the obligation of capital contribution; (2) Causing losses to the partnership enterprise due to intentional or gross negligence; (3) misconduct in the execution of partnership affairs. (4) Other reasons stipulated in the partnership agreement. The resolution on the removal of a partner shall be notified in writing to the removed celebrity. The removed celebrity shall take effect from the date of receiving the notice of removal, and the removed celebrity shall withdraw from the partnership. Unless the celebrity disagrees with the resolution of delisting, he may bring a lawsuit to the people's court within 30 days from the date of receiving the notice of delisting. After a partner withdraws from the partnership, other partners and quitters shall conduct liquidation according to the property status of the partnership at the time of withdrawal. (3) Transfer of capital contribution. Allow partners to transfer all or part of their property shares in the partnership. Under the same conditions, partners have the priority to be assigned. If it is transferred to a third person other than a partner, the third person shall be regarded as a partner, otherwise the transferor shall be regarded as a partner. A third party other than a partner who receives a share of the partnership property shall become a partner of the partnership after amending the partnership agreement. Article 8 the person in charge of the partnership and the execution of partnership affairs. (1) All partners * * * are engaged in partnership affairs. All partners decided to elect Jiang Yongcheng as the head of the partnership to manage the daily affairs of the partnership. The specific division of labor is as follows: Jiang Yongcheng is responsible for expanding business and signing contracts with customers, Chen is responsible for lathe processing and other technical issues, and Pan is responsible for bed washing and other technical issues. Article 9 Rights and obligations of partners. (1) Rights of partners: 1. Management, decision-making and supervision of partnership affairs. The business activities of a partnership are decided by the partners * *, and everyone has the right to vote no matter how much capital is contributed. The following matters need the unanimous consent of all partners: a. Handling the real estate or major machinery and equipment of the partnership. B. Change the name of the partnership enterprise or go through the registration formalities with the administrative department for industry and commerce. Provide guarantee for others in the name of partnership. D. hire people other than partners to manage the partnership. E. Liquidity payable 1 10,000 yuan or more; 2. Partners have the right to distribute the benefits of the partnership; 3. Partners shall distribute the benefits of the partnership according to the proportion of capital contribution, and the property accumulated by the partnership shall be owned by the partners. 4. Partners have the right to quit. (2) Obligations of partners: 1. Maintain the unity of partnership property according to the partnership agreement; 2. Share the debts of the operating losses of the partnership; 3. Be jointly and severally liable for the partnership debts. Acts prohibited by article 10. (1) Without the consent of all partners, it is forbidden for any partner to engage in business activities in the name of the partnership; The profits from the operation belong to all partners, and if losses are caused to the partnership, compensation shall be made according to the actual losses. (two) prohibit partners from participating in the business that is competitive with the partnership; (3) Unless otherwise agreed in the partnership agreement or agreed by all the partners, the partners shall not conduct transactions with the partnership enterprise. (4) Partners shall not engage in activities that harm the interests of the partnership. Article 11 Continued operation of a partnership enterprise. (1) In the case of quitting the partnership, the remaining partners have the right to continue to operate the business of the original enterprise in the name of the original enterprise, and they can also select and recruit new partners to join the business. (2) If a partner dies or is declared dead, the heir of the deceased partner may, at his choice, return the share of the property that the heir should inherit and continue to operate; You can also accept the heir as a new partner to continue the business in accordance with the partnership agreement or with the consent of all partners. Article 12 Termination and liquidation of partnership enterprises. (1) The partnership is dissolved due to the following circumstances: 1. The partnership term expires; 2. All partners agree to terminate the partnership; 3. No legal partner; 4. The partnership affairs have been completed or cannot be completed; 5. It has been revoked according to law; 6. Other reasons for the dissolution of the partnership as stipulated by laws and administrative regulations. (2) liquidation of the partnership: 1. After the dissolution of the partnership, it shall be liquidated and notify the creditors. 2. The liquidator shall be appointed by all the partners or with the consent of more than half of all the partners, and shall appoint the partners or entrust a third person as the liquidator within 15 days after the dissolution of the partnership. /kloc-If the liquidator is not determined within 0/5 days, the partners or other interested parties may apply to the people's court for the appointment of the liquidator. 3. After paying the liquidation expenses, the partnership property shall be paid off in the following order: the wages and labor insurance expenses owed by the partnership; Tax owed by the partnership; Debt of the partnership; Return the capital contribution of the partners. 4. If there is any surplus after settlement, it shall be distributed according to the method in Paragraph 1 of Article 6 of this Agreement. 5. During the liquidation period, if the partnership enterprise suffers losses and the partnership enterprise's property is insufficient to pay off, it shall be handled according to the second paragraph of Article 6 of this Agreement. Each partner shall bear unlimited joint and several liability, and if the amount paid by the partner exceeds the amount due to joint and several liability, the partner shall have the right to recover from other partners. Article 13 Liability for breach of contract. (1) If a partner fails to pay the capital contribution in full and on time, it shall compensate the other partners for the losses suffered as a result. If it is not paid in full within one year, it will be treated as withdrawal. (2) If a partner transfers his share of property without the unanimous consent of other partners, and his partner is unwilling to accept the transferee as a new partner, he may be treated as withdrawing from the partnership, and the transferor shall compensate the other partners for the losses caused thereby. (3) If a partner pledges his share of property in the partnership enterprise without authorization, his behavior is invalid, otherwise it will be treated as withdrawal; If losses are caused to other partners, they shall be liable for compensation. (4) Where a partner seriously violates this Agreement, or the partnership enterprise is dissolved due to gross negligence or violation of laws and regulations, it shall be liable for compensation to other partners. (5) If a partner violates the provisions of Articles 9 and 10, he shall make compensation according to the actual losses of the partnership, and all partners may decide to remove him. Article 14 settlement of contract disputes. All disputes arising from or related to this agreement shall be settled by the partners through consultation. If negotiation fails, it shall be submitted to the local people's court for handling. Article 15 Others. (1) Upon consensus, the partners may modify this agreement or supplement matters not covered; If there is any conflict between the supplementary and modified contents and this Agreement, the supplementary and modified contents shall prevail. (II) This Agreement is made in quadruplicate, one for each partner and one for witness, all of which have the same legal effect. (III) This Agreement shall come into effect after being signed by all partners.
Legal objectivity:
Notice of the Ministry of Finance and State Taxation Administration of The People's Republic of China on the Income Tax of Partners in Partnership Enterprises
The partners of a partnership enterprise shall determine the taxable income according to the following principles:
(1) The partners of a partnership enterprise shall determine the taxable income from the production, operation and other income of the partnership enterprise according to the distribution ratio agreed in the partnership agreement.
(2) If the partnership agreement is not stipulated or clearly stipulated, the taxable income shall be determined according to the distribution ratio decided by the partners through consultation with all the income from production and operation and other income.
(3) If negotiation fails, the taxable income shall be determined according to the total production and operation income and other income and the proportion of the paid-in capital contribution of the partners.
(4) If the proportion of capital contribution cannot be determined, the taxable income of each partner shall be calculated on the basis of the total production and operation income and other income according to the number of partners.
The partnership agreement shall not stipulate that all profits shall be distributed to some partners.