独资经营 and LLC: The Structural Difference
A conventional 独资经营 is owned by one natural person. The owner and business are not generally separated in the same way as a company and its shareholder.
阿联酋 company legislation permits one natural or legal person to incorporate and own an eligible LLC. An owner therefore does not need to introduce an artificial second shareholder simply to move from a 独资经营 into a limited-liability structure. 阿联酋 Legislation – Limited Liability Companies Resolution
The owner of a conventional 独资经营 can be personally liable for business debts and obligations.
An LLC generally assumes obligations in its own legal name. Its shareholder's liability is ordinarily limited to the capital contribution, subject to applicable law and exceptions.
An LLC protects future operations only when the restructuring is legally completed and the corporate separation is respected.
Existing liabilities require particular attention.
A 执照 amendment or new LLC formation does not automatically release the former proprietor from debts incurred through the 独资经营.
Creditors may need to consent before a liability is transferred or novated to the LLC. Personal guarantees remain effective unless the creditor formally releases or replaces them.
- An LLC is ordinarily a separate legal entity. It may have:
- One shareholder
- Several 股东
- Individual 股东
- Corporate 股东
- A mixture of individual and corporate 股东
- Liability Before and After Conversion
- Before conversion
- Potential exposure may arise from:
- Supplier debts
- Lease obligations
- Employee claims