Study On Several Problems Of The Application Of The New Partnership Enterprise Law

On August 27,2006, Partnership Enterprise Law of the People's Republic of China was amended, which adopts the special general partnership enterprises and the limited liability partnership enterprises. The provisions about the special general partnership are in the chapter of general partnership enterprises, which stipulate that the a partner or several partners shall bear unlimited liabilities or unlimited joint and several liabilities for the debts incurred to the partnership enterprise because of his (their) intentional or serious wrongful act and the other partners shall bear the liability only with their properties of the enterprise. There is an independent chapter to stipulate on the limited liability partnership enterprise, in which the partners consist of two different types, the limited partner and the general partner. Usually, the general partner does not make many capital contributions to the enterprise, executes the enterprise's affaires directly and bears unlimited joint and several liabilities. The limited partner makes most of the capital contributions, does not participate in the management and bears liabilities only with his properties of the enterprise. As new types of the enterprise's organization, the special general partnership enterprise and the limited partnership enterprise meet the demand for limited liabilities of the partners of professional service firms and risk investment enterprises respectively.Based on relevant theories about the types of the enterprise's organization and the analysis of the characteristics of different types of the enterprise's organization, this thesis is focused on the special general partnership enterprise and the limited partnership enterprise. As for the limited partnership enterprise, we will introduce its origin and development at first and then, we will analyze the cost and the efficiency of the risk investment enterprise, which operates as a limited partnership enterprise. After that, we will make a detailed research on the partner's rights and obligations as well as the withdrawing mechanism on the basis of our country's situation so as to put forward a proposal for the perfection of the legislation of the limited partnership enterprise. As for the special general partnership enterprise, we will start from the introduction of the origin and development of the American limited liability partnership, which is similar with its counterpart in China and after analyzing its value and the characteristics and disadvantages of China's professional service firms'organizations, we will put forward proposals that how China'professional service firms should be established as a limited partnership enterprise and then we will further discuss the question that different partners will bear different liabilities for the enterprise's debts. Finally, we will make suggestions on the legislation of the special general partnership enterprise.The amendment of the Partnership Enterprise Law of the People's Republic of China is the result of the economic development. It stipulates that the risk investor as a limited liability partner bears limited liabilities for the risk investment enterprise's debts and the professional service firm can choose the special general partnership as its organization, both of which will do good to the development of relevant industries. However, how to use these provisions in the practice sill needs to be studied. On basis of the research on relevant foreign legislations, we attempt to put forward suggestions on the exercise of the law and the perfection of China's institution of the partnership.