The Internal Governance Structure Analysis On Limited Partnership

Limited partnership as an important partner organization, in the market economy played a pivotal role. Theory of separation of powers is the legal basis of this thesis, and then combined with the legislation in major common law and civil law countries, to reflect how to optimize the internal governance structure of limited partnership. Firstly, combined with limited partnership's own characteristics to introduce basic theories of the separation of powers, and assisted by the principle of right and compulsory to from the guiding ideology of expounded the limited partnership internal relations of the reconstruction. Secondly, analysis the two main subjects of limited partnership—General partners and Limited partners and their legal status. Thirdly, from five angles of investment, management, Fiduciary Duties, supervision and distribution of profits to specific analysis what kind of rights need to expressing or strengthening and which obligations can be canceled or limited. To construct a set of effective internal governance structure can give full play to advantages of limited partnership. On the one hand, safeguarded the investment interests of limited partners, and on the other hand also greatly improved the efficiency of management of the general partners.However, with the rapid development of limited partnership, we also noticed that the current legislation of our country can not meet the realistic requirements. There still the problems like imperfect legislation system, legislative loopholes and legislative issues like legislation conflict. Due to the lack of legal basis, make not only limited partnership internal rights and obligations cannot clear and harm the interests of limited partners, but also contain daily business activities of general partners, and finally restricted advantage of limited partnership. Therefore, establish and improve the relevant legislation, form effective mode in limited partnership organization operation, is very important to normal operation of market economy, and fully play key role in limited partnership private equity funds.According to the contradiction between defects in "The Limited Partnership Law" and the contradiction and the demands today, this paper intends to use the theory of separation of powers to constructing limited partnership internal governance structures. From five aspects in the obligation of capital contribution of partners, management control, the Fiduciary Duties, supervision and profit claim, then put forward a sound in related legislative proposals.