CHAPTER 12 · 24 SOURCE ENTRIES

Starting and Running a Business

创业与做生意:别把家底赔进去

[← 回总目录](../README.md) 这一节只算钱和法律责任,不折算成寿命。开一家店、办一家公司,哪一步会把你自己的钱、家里的钱、配偶的钱一起赔进去?法律怎么规定,能不能提前隔开?最容易把家底赔进去、又最省事就能避开的条目,放在最前面。所以签字类的条目靠前,要自己动手做的方法靠后。只凭经验写、没有文献支撑的,标 C 级。 本节条目按主题分成下面几块,括号里是条号。 **开张前别押上家底**:只拿亏得起的钱创业(第 1 条),不给公司贷款签个人担保(第 2 条),开张前选对主体(第 3 条),不当挂名股东(第 4 条),加盟前先查备案(第 5 条),花钱请人代运营网店之前问清(第 24

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12-001

Only invest money you can afford to lose — never use family savings or borrowed funds

只拿亏得起的钱创业,不动家底、不借钱开张

Any debts incurred by a sole proprietorship must be repaid using your personal assets and funds. If it’s unclear whether the business was run by the whole family, all family assets become liable. Even forming a corporation does not offer protection: when a company defaults on its debts, creditors may demand immediate payment of any portion of the subscribed registered capital that was promised but not yet paid. Therefore, your investment cap must be determined based on the principle: “I can afford to lose this amount without affecting my mortgage or medical bills.”

Open the low-ROI detour

Move “Only invest money you can afford to lose — never use family savings or borrowed funds” to Future Me's calendar

Future Me has a clearer calendar, more patience, and apparently the same responsibilities.

Today I keep a few minutes, a bit of persistence and avoid interrupting my default routine.

Read the source and trade-off
12-002

Never sign personal guarantees for corporate loans; spouses should definitely avoid signing too

不给公司贷款签个人担保,配偶更不要跟着签

What you’re signing is a “joint and several liability guarantee”. If the company fails to repay its debts, creditors can bypass the company entirely and demand repayment from you. Choosing a “general guarantee” means creditors must first sue the company and liquidate all its assets before they can seek any repayment from you. If your spouse also signs the document, both of your personal assets become collateral, effectively nullifying the limited liability protection afforded by a limited liability company.

Open the low-ROI detour

Move “Never sign personal guarantees for corporate loans; spouses should definitely avoid signing too” to Future Me's calendar

If I do not open the notes, no new task has technically appeared.

Today I keep a few minutes, a bit of persistence and avoid interrupting my default routine.

Read the source and trade-off
12-003

Choosing the right legal entity before launching: sole proprietors and general partners are fully liable, while limited liability companies offer “limited” liability

开张前选对主体:个体户和合伙人赔到底,有限公司才「有限」

Sole proprietors and general partners bear unlimited personal liability — they must repay all debts incurred by their business. Shareholders of a limited liability company, however, are liable only up to the amount they agreed to contribute at incorporation. That said, they must actually pay in that full amount within five years; if the registered capital is set at 1 million, that is the maximum potential debt they could face. Mixing personal and corporate finances nullifies this “limited” protection.

Open the low-ROI detour

Move “Choosing the right legal entity before launching: sole proprietors and general partners are fully liable, while limited liability companies offer “limited” liability” to Future Me's calendar

One more exception feels free because the bill arrives outside the current scene.

Today I keep a little money, a few minutes and avoid interrupting my default routine.

Read the source and trade-off
12-004

Improperly listed shareholders: never hold shares on someone else’s behalf

不当挂名股东,不替人代持股权

Once your name is registered, you are legally a shareholder. You must pay the full amount of your subscribed registered capital by the deadline; failure to do so results in both payment and compensation for any company losses. If other shareholders fail to contribute their share during company formation, you are liable for that shortfall as well. While others run the business, all debts remain tied to you.

Open the low-ROI detour

Move “Improperly listed shareholders: never hold shares on someone else’s behalf” to Future Me's calendar

I can spend longer deciding whether to start than the small action would take.

Today I keep a few minutes and avoid interrupting my default routine.

Read the source and trade-off
12-005

Check the Ministry of Commerce records before signing; obtain written disclosures and include a “cooling-off period” in the contract

加盟前先查商务部备案,拿到书面披露,把「冷静期」写进合同

By law, a franchisor must first operate at least two company-owned stores for a full year, and must register those stores with the Ministry of Commerce within 15 days after signing the franchise agreement. Before signing, it must also furnish you with written disclosures on 12 specific topics, including franchise fees, refund policies for deposits, and the profitability of existing stores. If a brand fails to register, refuses to provide these disclosures, or demands payment before letting you see the contract, you should walk away immediately.

Open the low-ROI detour

Move “Check the Ministry of Commerce records before signing; obtain written disclosures and include a “cooling-off period” in the contract” to Future Me's calendar

The routine already works until the day the source says it may not.

Today I keep a few minutes and avoid interrupting my default routine.

Read the source and trade-off
12-006

Determine the business name, location, scope of operations, and registered capital before registration; with complete documents, you can obtain the business license on the spot.

注册前把名称、经营场所、经营范围和注册资本定下来,材料齐了当场就能领执照

Registration itself is free; registration fees have been eliminated since 2015. Only five types of documents are required: an application form, proof of identity or eligibility, documents confirming the business location, articles of association or partnership agreement (not needed for individual businesses), and any additional items specified by law. With all documents in order, the license is issued immediately; otherwise, it is processed within three working days. Any fees charged are usually for third‑party assistance.

Open the low-ROI detour

Move “Determine the business name, location, scope of operations, and registered capital before registration; with complete documents, you can obtain the business license on the spot.” to Future Me's calendar

There is no immediate alarm, so the sensible choice can wait for a less busy week.

Today I keep a few minutes and avoid interrupting my default routine.

Read the source and trade-off
12-007

Businesses requiring licenses must wait until they obtain one

要许可证的行当,证没下来不开张

Operating a business without a license may result in a temporary shutdown order, confiscation of all earnings, and a fine of up to 10,000 yuan. If you handle goods subject to exclusive distribution rights, or engage in securities, futures, insurance, or payment settlement services without authorization, severe violations may constitute the crime of illegal business operations, punishable by up to five years in prison. Renovating premises first and then attempting a trial run prior to obtaining a license are common mistakes.

Open the low-ROI detour

Move “Businesses requiring licenses must wait until they obtain one” to Future Me's calendar

Future Me has a clearer calendar, more patience, and apparently the same responsibilities.

Today I keep a few minutes and avoid interrupting my default routine.

Read the source and trade-off
12-008

Figure out which category you fall into: producing or preparing food requires a permit, selling only pre-packaged goods needs a filing, while selling fresh meat and vegetables needs no permit at all.

做食品先看自己落在哪一档:生产和做餐饮要许可,只卖预包装的改备案,卖生鲜肉菜不用证

If you’re making and selling food — whether it’s snacks, marinated meats, baked goods, or homemade pickles — you’ll need a permit. Selling only pre-packaged foods made by others doesn’t require a permit; you simply have to file a notice with the local market supervision administration at the county level or higher. Fresh meat and vegetables fall under this same category and need no permit at all. Operating without a permit can result in fines ranging from 50,000 to 100,000 yuan — amounts that often exceed the startup costs for many small businesses.

Open the low-ROI detour

Move “Figure out which category you fall into: producing or preparing food requires a permit, selling only pre-packaged goods needs a filing, while selling fresh meat and vegetables needs no permit at all.” to Future Me's calendar

If I do not open the notes, no new task has technically appeared.

Today I keep a little money, a few minutes and avoid interrupting my default routine.

Read the source and trade-off
12-009

Packaging food for sale makes it prepackaged food: labels must include production date, shelf life, and ingredient list without exception

装袋卖就是预包装食品:标签上生产日期、保质期、配料表一样都不能少

Legally, any food that is placed into packaging before being sold counts as prepackaged food. Such packaging must carry a label with nine mandatory items, including both the production date and shelf life. For unpackaged, bulk food, the label must still list the food’s name, production date, and the seller’s name and address. If any required label information is missing, a fine of 5,000 to 50,000 RMB applies if the total value of the goods is under 10,000 RMB; if the value exceeds 10,000 RMB, the fine rises to 5 to 10 times that amount.

Open the low-ROI detour

Move “Packaging food for sale makes it prepackaged food: labels must include production date, shelf life, and ingredient list without exception” to Future Me's calendar

One more exception feels free because the bill arrives outside the current scene.

Today I keep a little money, a few minutes and avoid interrupting my default routine.

Read the source and trade-off
12-010

General foods must not claim therapeutic effects: this applies to labels, instructions, ads, and live-stream scripts alike

普通食品不许说能治病:标签、说明书、广告和直播话术都算

Labels, instructions, and ads for ordinary foods must never claim that the products can prevent or treat diseases. Apart from ads for medical products, drugs, and medical devices, no other ads may make such claims or use language that sounds pharmaceutical in nature. Penalties amount to 1–3 times the advertising spend; if the spend cannot be calculated, fines range from 100,000 to 200,000 RMB. In severe cases, the business license may be revoked.

Open the low-ROI detour

Move “General foods must not claim therapeutic effects: this applies to labels, instructions, ads, and live-stream scripts alike” to Future Me's calendar

I can spend longer deciding whether to start than the small action would take.

Today I keep a few minutes, a bit of persistence and avoid interrupting my default routine.

Read the source and trade-off
12-011

The food industry faces criminal penalties: selling meat from diseased animals or products exceeding safety limits is already a crime; adding toxic or harmful non-food substances carries a minimum five-year sentence regardless of revenue

食品这一行有刑事线:卖病死肉、超标货就够罪,掺了有毒有害的不看金额、起刑五年

While earlier articles impose financial penalties, this one targets individuals criminally. Selling meat from diseased animals, meat failing inspection, or products with excessive pesticide, veterinary drug, or heavy metal residues is a crime as long as it is “sufficient” to cause serious poisoning — no actual victims are required, and offenders face up to three years in prison. Adding toxic or harmful non-food substances to food carries a minimum five-year sentence, irrespective of total sales volume.

Open the low-ROI detour

Move “The food industry faces criminal penalties: selling meat from diseased animals or products exceeding safety limits is already a crime; adding toxic or harmful non-food substances carries a minimum five-year sentence regardless of revenue” to Future Me's calendar

The routine already works until the day the source says it may not.

Today I keep a few minutes and avoid interrupting my default routine.

Read the source and trade-off
12-012

Once you obtain a business license, you must file tax returns on schedule — even if you have no income, you still need to submit a return with all zeros.

领了执照就开始有申报义务,没有收入也要按期零申报(照报一张全是零的表)

After getting a business license, you’re required to file tax returns regularly. Even if you earn nothing, you must still file a return — just fill in all zeros. Failing to do so risks fines up to 2,000 yuan; more serious violations can lead to penalties between 2,000 and 10,000 yuan. If you skip returns for all tax types across three consecutive months, the system automatically labels you as a “non-compliant taxpayer,” and you lose the ability to issue invoices.

Open the low-ROI detour

Move “Once you obtain a business license, you must file tax returns on schedule — even if you have no income, you still need to submit a return with all zeros.” to Future Me's calendar

There is no immediate alarm, so the sensible choice can wait for a less busy week.

Today I keep a few minutes, a bit of persistence and avoid interrupting my default routine.

Read the source and trade-off
12-013

Invoices must reflect actual transactions; small taxpayers can fully utilize tax exemptions

发票只按真实交易开,小规模纳税人用足免税额

If you are a small taxpayer paying taxes under the simplified regime, and your monthly sales stay under 100,000 yuan or quarterly sales under 300,000 yuan, you are exempt from VAT. Previously taxed at 3%, this rate is now reduced to 1% for the same period. Conversely, arranging fake invoices to offset costs constitutes tax fraud, punishable by up to three years in prison and fines ranging from 20,000 to 200,000 yuan.

Open the low-ROI detour

Move “Invoices must reflect actual transactions; small taxpayers can fully utilize tax exemptions” to Future Me's calendar

Future Me has a clearer calendar, more patience, and apparently the same responsibilities.

Today I keep a few minutes and avoid interrupting my default routine.

Read the source and trade-off
12-014

Scammers pretending to be tax officials demanding payments are fraudsters; tax filings must be done via the e-Tax Service or by calling 12366

自称税务局催你交钱报税的都是骗子,办税只走电子税务局和 12366

Tax authorities never ask for your bank card passwords, payment codes, or SMS verification codes over the phone, nor do they provide an account number for you to send tax payments to. Legitimate on-site tax inspections require officials to present an inspection notice and identification. When receiving such calls, hang up first and call 12366 to confirm. If you’ve already transferred money, immediately call 110 or 96110 to request a payment reversal.

Open the low-ROI detour

Move “Scammers pretending to be tax officials demanding payments are fraudsters; tax filings must be done via the e-Tax Service or by calling 12366” to Future Me's calendar

If I do not open the notes, no new task has technically appeared.

Today I keep a few minutes and avoid interrupting my default routine.

Read the source and trade-off
12-015

Writing “deposit” instead of “advance payment” in contracts, specifying penalty amounts, and treating credit terms as loans

收钱写「定金」不写「订金」,违约金写明数,账期当放贷来审

Only when the word “deposit” is used does the double‑return rule apply: if you break the contract, you lose that money; if the other party breaks it, they must pay you twice the amount. Anything above 20% of the contract value does not qualify as a deposit. If you write “advance payment” instead, the law offers no such protection. Offering credit terms is essentially lending your own money to the buyer interest‑free; if they go bankrupt, it becomes a bad debt.

Open the low-ROI detour

Move “Writing “deposit” instead of “advance payment” in contracts, specifying penalty amounts, and treating credit terms as loans” to Future Me's calendar

One more exception feels free because the bill arrives outside the current scene.

Today I keep a few minutes and avoid interrupting my default routine.

Read the source and trade-off
12-016

Sign a written contract within the first month of employment; register for social insurance within 30 days

用人第一个月内签书面合同,30 日内办社保登记

If an employee starts working and no written contract is signed within the first month, the employer must pay double wages starting from the second month, continuing until the end of the first year of employment. Social insurance must be registered within 30 days of hiring; failure to do so results in fines equal to 1–3 times the amount of unpaid premiums. There is no legal provision allowing employees to voluntarily waive their right to social insurance coverage.

Open the low-ROI detour

Move “Sign a written contract within the first month of employment; register for social insurance within 30 days” to Future Me's calendar

I can spend longer deciding whether to start than the small action would take.

Today I keep a little money, a few minutes and avoid interrupting my default routine.

Read the source and trade-off
12-017

Wages must be paid according to contracts and laws; raises, loans, and bonuses all require written documentation

工资按合同和法律给,加薪、借款、奖金都走书面

Wages must be paid on time and in full, as required by contract and law. If payments are delayed, employees can petition the court for a payment order. Verbal promises regarding raises, bonuses, or advance payments are legally meaningless; without written proof, the party unable to produce documentation will suffer the consequences. Any money lent by an employer to an employee must be backed by a written loan agreement specifying the amount, interest rate, and repayment terms.

Open the low-ROI detour

Move “Wages must be paid according to contracts and laws; raises, loans, and bonuses all require written documentation” to Future Me's calendar

The routine already works until the day the source says it may not.

Today I keep a few minutes, a bit of persistence and avoid interrupting my default routine.

Read the source and trade-off
12-018

Sell first, then produce: use pre-orders and small orders to confirm demand before investing in manufacturing

先卖再造:用预售和小订单验证有人买,再投钱生产

A study followed 116 newly founded Italian companies for about a year. Entrepreneurs who first formed a hypothesis and then tested it against real market feedback tended to run their businesses better, were more willing to pivot when needed, and did not quit earlier than others. So, if no one is willing to make advance payments or place small orders, you should not believe the claim that “products will sell on their own once made.”

Open the low-ROI detour

Move “Sell first, then produce: use pre-orders and small orders to confirm demand before investing in manufacturing” to Future Me's calendar

There is no immediate alarm, so the sensible choice can wait for a less busy week.

Today I keep a little money, a few minutes, a bit of persistence and avoid interrupting my default routine.

Read the source and trade-off
12-019

Run the prototype through the production checklist before starting full production

样品做出来先过一遍量产清单,再谈开工

The main difference between producing one prototype and producing a thousand units lies in where your money gets invested. The yield rate determines your actual production cost. The minimum order quantity and payment terms dictate how much capital you must advance upfront. Inventory levels determine when you can expect that capital back. For products listed in mandatory certification categories, they cannot be manufactured or sold without passing certification and displaying the corresponding certification mark.

Open the low-ROI detour

Move “Run the prototype through the production checklist before starting full production” to Future Me's calendar

Future Me has a clearer calendar, more patience, and apparently the same responsibilities.

Today I keep a little money, a few minutes, a bit of persistence and avoid interrupting my default routine.

Read the source and trade-off
12-020

Keep copies of invoices and supplier documentation for every shipment; avoid purchasing goods priced significantly below market rates: if an employee buys counterfeit products, the employer can still be held legally responsible.

进货一批留一批票据和上家信息,进货价明显低于市场价的不进:员工进的假货,老板是被判的那个

Selling counterfeit merchandise can lead to criminal penalties. If the illicit profits exceed 30,000 RMB or if total sales reach 50,000 RMB, the offender faces up to three years in prison. Even unsold inventory in storage counts toward these thresholds. Merely claiming “I didn’t know it was fake” is not a valid defense: if purchase prices are markedly lower than market rates without a reasonable explanation, guilt is presumed. Maintaining proper purchase contracts, invoices, payment records, and supplier details provides a crucial legal safeguard.

Open the low-ROI detour

Move “Keep copies of invoices and supplier documentation for every shipment; avoid purchasing goods priced significantly below market rates: if an employee buys counterfeit products, the employer can still be held legally responsible.” to Future Me's calendar

If I do not open the notes, no new task has technically appeared.

Today I keep a few minutes, a bit of persistence and avoid interrupting my default routine.

Read the source and trade-off
12-021

Whether creating designs yourself or purchasing licensed artwork, simply changing colors or adding icons does not count as “modifications” for copyright purposes.

商品、包装、吊牌和宣传图上的图案要么自己做要么买授权,改个颜色、加个图标不算「改过了」

Even if you alter an existing image by changing its colors, background, or adding your own icons, you still have not obtained permission to use that artwork. Making money by reproducing someone else’s artwork—whether you earn 30,000 yuan, reach 50,000 yuan in sales, or print 500 copies—constitutes copyright infringement and can lead to a prison sentence of up to three years. In trademark law, any mark that is “likely to cause confusion” is considered infringing as well.

Open the low-ROI detour

Move “Whether creating designs yourself or purchasing licensed artwork, simply changing colors or adding icons does not count as “modifications” for copyright purposes.” to Future Me's calendar

One more exception feels free because the bill arrives outside the current scene.

Today I keep a little money, a few minutes, a bit of persistence and avoid interrupting my default routine.

Read the source and trade-off
12-022

Follow procedures at work; think carefully about who bears responsibility before offering unsolicited help

在岗位上按规程办事,规程之外的好意先想清楚责任归谁

Take nurses as an example: regulations clearly state that when a patient’s condition deteriorates critically, nurses must immediately inform a physician; likewise, if a medical order violates any rules, nurses must raise the issue with the prescribing physician. The same principle applies to all professions: first identify exactly where the relevant regulations specify “mandatory reporting.” The law also does not require people to stand by while others are in danger: if someone voluntarily provides emergency aid and unintentionally causes injury to the victim, they bear no financial liability.

Open the low-ROI detour

Move “Follow procedures at work; think carefully about who bears responsibility before offering unsolicited help” to Future Me's calendar

I can spend longer deciding whether to start than the small action would take.

Today I keep a few minutes, a bit of persistence and avoid interrupting my default routine.

Read the source and trade-off
12-023

Exit the process as planned when losses occur: opt for simplified deregistration when possible, or file for bankruptcy if debts exceed assets — don’t leave things unattended.

亏了就按程序退场:能简易注销就注销,资不抵债走破产,别放着不管

If a business has no outstanding debts, unpaid wages, taxes, or social insurance dues, all investors can issue a written commitment; once posted for 20 days with no objections, simplified deregistration becomes possible. Individual businesses don’t need to post any notice — if no objections arise within 10 days, they can be deregistered directly. When debts cannot be repaid, bankruptcy should be applied for. Leaving things unattended, failing to submit annual reports for two years, and becoming unreachable at the registered address results in revocation of the business license; the responsible legal representative is barred from serving in such a role for three years.

Open the low-ROI detour

Move “Exit the process as planned when losses occur: opt for simplified deregistration when possible, or file for bankruptcy if debts exceed assets — don’t leave things unattended.” to Future Me's calendar

The routine already works until the day the source says it may not.

Today I keep a few minutes, a bit of persistence and avoid interrupting my default routine.

Read the source and trade-off
12-024

Before paying a store operator or dropshipping trainer, ask about later fees and where sales come from

花钱请人代运营网店、上开店培训、做「无货源」之前,先问清后面还要不要加钱、销量从哪来

Some schemes collect a small initial fee, then demand upgrade packages, inventory advances, or release fees while displaying fabricated orders. Paid fake-order boosting can itself be unlawful.

Open the low-ROI detour

Move “Before paying a store operator or dropshipping trainer, ask about later fees and where sales come from” to Future Me's calendar

There is no immediate alarm, so the sensible choice can wait for a less busy week.

Today I keep a few minutes, a bit of persistence and avoid interrupting my default routine.

Read the source and trade-off

Source snapshot: a994b6a0c90598b0fe15cb837343f438dbf7b95d. Every original stays available in Chinese alongside the English edition.