Legal Research On Limited Partnership Venture Capital Funds In China

The formation of limited partnership system in the new Partnership Law is the basic reason of rapid development of venture capital funds in China. But according to the initial time, development level, operation efficiency, growth environment and so on, the limited partnership venture capital funds are still at the development initial period stage. So some problems also existed just like the division of powers and duties between the limited partners and General partners, establishment, operation and termination of the funds. And all about theses need to discuss to impel the development of limited partnership venture capital funds.From civil and commercial law, industrial economics, modern organization management, this thesis showed the current status, existing reason, and legal relations of the limited partnership venture capital funds. And then it analyzed the current legislation and the existing problems and got some countermeasures.There are four parts in the main body.In the first chapter, venture capital, venture capital investment, venture capital funds are defined respectively on the existing achievements. After distinguishing between venture capital funds and limited partnership, the thesis compares the organization efficiency of limited partnership, corporation and trust fund, and pointed out that the limited partnership organization is the optimal choice of the venture capital.In the second chapter, the thesis, analyzes the current legislation. At first, some laws and regulations about limited partnership venture capital funds are analyzed, and those clauses that influence the venture capital funds are also discussed.In the third chapter, the thesis researches legal relations about the limited partnership venture capital funds according to the operation from financing, investment, management to divestment. The legal relations include the capital investment from limited partners to venture capital, the investment process from the venture capital funds to venture business, the legal relations in the funds and the management of the business by the funds, and divestment and the relevant legal relations. In the fourth chapter, this thesis has analyzed the current flaws about limited partnership venture capital funds, and proposes the corresponding countermeasures. (1) In view of the financing and investment system question of limited partnership venture capital funds, the thesis suggested that sets up "the non-at-fault divorce" clause, clears about the investment deadline and Shoufu proportion, and revises the non-currency investment system according to Corporation Law.(2)In view of the general partner's moral hazard problem, the thesis suggested that we should establish the reasonable reward mechanism, strengthen information disclosure, perfect safe harbor clause, clarify the penalty provision about the improper operations of general partners, add the clause which holds a concurrent post about the general partners status, and refine the process of derivative action. In view of the limited partner's reverse choice, the parties concerned must stipulate that each kind of control provision in the limited partnership agreement besides the information disclosure clauses. Some contents just like capital duration, the investment time, divestment premise, distribution way must be paid more attention. (3)About the limited partner's withdrawal question, it should be allowed that limited partners could transfer their own share freely. To the, problems including risk prevention of venture business and interest distribution after the IPO is legal to GEM, the thesis suggests that it can be solved through strengthening information disclosure, clearing about the corresponding penalty provision, and taking economic penalty. (4) In view of the macroscopic environments about limited partnership venture capital funds, the thesis suggests that some laws including Venture Capital Fund Law, Limited Partnership Law and the relevant promotion laws should be passed at the appropriate time, and the concerned matching legal system should be revised as early as possible.