liability of partners and private limited company

其實 Partnership 係有一種叫 Unlimited Partnership 嘅，Partners 可以係只有有限責任，（唔多人知有呢樣嘢，點解？睇埋下面先啦），但喺呢種 Partnership 入面必定最少有一個partner係無限責任嘅。由於容許有limited liability 嘅存在，所以政府喺監管同費用上嘅要求會同對公司嘅差唔多，所以大部份人會選擇 Company 作為經營模式（咁樣就每個老闆都可以有 limited liability），而partnership 就大多數以無限責任嘅形式出現。

至於Private Limited Company 入面 SHAREHOLDERS 嘅責任只係去到CALLED-UP CAPITAL。只要SHAREHOLDER 已支付所有催繳股本（called up capital），就無需要再負上任何責任。【 集思廣益譜新章 】 嘅講法係正確嘅。

The liability of each partners in a partnership is unlimited and is joint and severally liable.
The liability of each shareholders in a private limited company is only confined to any issued capital which is still unpaid. The liability is only confined to each of the shareholders and is not jointly liable. For example, if the total issued capital of the limited company is $10,000 and all are issued and if only half of it has been called and paid, the liability of each of the shareholders, say 2, will be the remaining amount of $2,500 each.