美国的Limited Liability Company虽然被翻译成有限责任公司,但是并不同于中国的有限责任公司,两者在立法设计上有诸多差异。本文从公司基本特征的几个方面,包括组织规范、治理模式、决策方式、责任承担、分配方式,浅析中美有限责任公司的差异,并分析其中差异的原因。 Although the U.S. Limited Liability Company is translated into a limited liability company, it is different from a limited liability company in China. There are many differences in legislative design between the two. This article analyzes the differences of Sino-U.S. Limited liability companies from several aspects of the company’s basic features, including organizational norms, governance models, decision-making methods, responsibility commitments and distribution methods.