On Limited Partnership

The author in the article brings his own ideas on the several points appearing possible by thorough analysis in the future legislature on the basis of the argumentation for the inevitability stipulating the limited partnership law in our nation by the comparative method. The limited partnership abolished from the Partnership Law with the consideration by the legislative body was prescribed in the 8th chapter of the partnership law in 1996 for the draft of the law. Though abolished in the process of the legislation, the partnership law is practically needed in the development of our economy. In the viewpoint of the author, the abolishment of the partnership law illustrates the insufficiency of the related theory and the practical study on the limited partnership and the caution of the legislators for the legislation of the limited partnership. The local governments have issued some related regulations and the measures on the limited partnership for the abroad requirements on the Venture Capital by the populace. With the two above-said reasons, the author considers that the study on the limited partnership by the way of the theory and the practice is quite necessary and useful.The author in the article pays much attention on the analysis of the related jurisprudence by the compare of the limited partnership with other related enterprises.The article is divided into three parties as follows,Part one, original study,Though there was no limited partnership with the modern content, the idea bud on the limited partnership appeared. In the 11th century, the Comnenda applied for the risk of the voyage trade mainly appeared for avoiding the prohibition of regulations by the Church on bearing interest by credit. In the Commenda, one party called Stane whose liability was limited on his investment was the investor, while the other party called Tractator who bore the unlimited liability on the debts of the Commenda was the voyager.Part two, the compare for the legislature,(I), Compared with the Dormant Partnership,The members in the limited partnership and the dormant partnership bear the joint and several liabilities, while the former is one kind of organization based on the mutual agreement of the parties and the latter is only one kind of agreement. Besides, it is different for the subjects in the two kinds of enterprises to own the properties of the enterprises.(II), Compared with the Double co-operating Corporation of such corporation in which some investors bearing the limited liability and others bearing the unlimited liability,The members in the limited partnership and the double co-operating corporation bear the combined liability, while the former is one kind of non-legal entity and the latter is one kind of entity established for profit. The double co-operating corporation can be substituted by the limited partnership for the stability and the convenience of the foreign trade of the double co-operating corporation are not much preferred than those of the limited partnership the malpractice of the rather complicated registration and the rather tough tax.(III), Compared with the Limited liability Corporation,The two kinds of enterprises have something in common such as the character of the joint venture, the members bearing the limited liability. What is more, the two kinds of the enterprise are quite different, but they can exit mutually and can be supplementary for each other.Chapter three, the present condition of the limited partnership in our nation,As for the limited partnership, on which the legislation by the Committee of the Representative of the People has not been made. The local governments have stipulated some related administrative regulations and the measures in succession for encouraging the populace to invest the risk venture by the model of the limited partnership.The two aspects of the limitation of the Die Rechte auf Mitwirkung of the limited partners and the legal status of the limited partnership on the legislature and the practice should be settled.