Research On Several Legal Issues Of Limited Liability Partnership

Limited liability partnership is a new form of business organization, it is a special general partner, is the scope of partnership. Limited liability partnership's general partner and the biggest difference is that: In the limited partnership system, the partner of the other partner does not act, neglect, failure or misconduct and dereliction of duty not be jointly and severally liable. In the most broad and limited liability partnership legislation, the only partner for their own misconduct take personal responsibility for any other partners in a partnership with its debt only in the interests of limited responsibility and the general partner will have the right partner Partner's debt to unlimited liability or unlimited jointly and severally liable. It was precisely because of the limited liability partnership to abandon the traditional partnership between the partners in the jointly and severally liable, it is a partnership can constantly expand scale and at the same time, not because of a partner's misconduct endanger the interests of all the partners, and thus overcome the traditional partner of the constraints on the size of enterprise, in keeping with the scale of the modern economy demands. This makes as a limited liability partnership form of business organizations and corporate general partner with the incomparable advantage, therefore, has become a limited liability partnership in particular, is the professional accounting firms and law firms and other professional service organizations the best choice.In this paper the concept of limited liability partnerships start with a brief introduction of the limited liability partnership and development of the course, the use of a comparative analysis and historical analysis, the United States and Britain from the States on the limited liability partnership theory, the law stipulates that of China"Partnership Enterprise Law", in the limited liability partnership and the provisions of the existing deficiencies and the proposed limited liability partnership perfect proposal. The full text is divided into four chapters (not including the introduction and conclusion), reads as follows:The first part of"limited liability partnership outlined": the first part of the concept of limited liability partnerships start with the United States and Britain introduced to the provisions of the limited liability partnership, and on the country's academics on the limited liability partnership in the different views and legal provisions; The United States and Britain on a limited liability partnership system and the birth and development of the two countries with limited liability partnership system for the comparative analysis. Third, the United States and Britain respectively on this limited liability partnership on the legal status: the United States law provides limited liability partnership is relatively independent legal entity, the British law provides limited liability partnership is an independent legal entity, and our country's legal provisions of the limited liability partnership the legal status, and explains that China's limited liability partnership from the United States limited liability partnership system: My limited liability partnership is relatively independent legal entity.The second part of"limited liability partnership with several other forms of business organizations comparison": This part of the first three areas, namely, the establishment of procedures and conditions, targets, partner responsible compared the limited liability partnership and general partner. Then, from the application of the purpose and object, the internal composition of the management authority partner and bear the responsibility of the four areas on limited liability partnerships and limited partnerships the similarities and differences. Third, the limited liability partnerships and limited liability limited partnership declaration procedures, partnership debt commitment to the establishment of conditions, members were compared. Finally, from the repayment of debt, the organization formed to protect the interests of the creditors, tax on the four limited partnerships and limited liability companies similarities and differences.The third part of a"limited liability partnership partner in the partnership debt commitments and protect the interests of the creditors": This first part of a limited liability partnership on the partner's commitment to partnership debt. It is well known partner of the partnership assumed debt is unlimited liability, but limited liability partnership is the most marked characteristic of misconduct without a partner other partner does not practice acts of misconduct arising from the debt partnership with unlimited liability in its only partner in the to the extent to which the interests of the responsibility, enjoy limited liability protection and limited liability partnership to bear unlimited liability because it is their own behavior caused by the improper practice of partnership debt. Limited liability partnership protected by the limited liability from the scope of protection of the beginning of the development of a comprehensive protection. Limited liability partnerships for the protection of the interests of creditors, some of reference, the United States and Britain from the limited liability partnership system for the protection of the interests of the creditors, mainly elaborated: mandatory insurance system, the establishment of the property or fund system, the distribution system limited to partnerships, assets to be the system, the five members of a security system to protect the interests of the creditors system.The Part IV"on China's limited liability partnership with the recommendations of the evaluation system": In this part, the first from China's legislative status quo on the country's system of limited liability partnerships in the initial exploration: China's system of limited liability partnership established similar to the United Kingdom limited liability partnership, the first in the professional accounting field. China's professional services organization in recognition of a limited liability partnership system of the necessity and urgency of, which was amended"partnership", and finally in 2006 established a system of limited liability partnerships. Then the paper also analyses the limited partnership system characteristics. Secondly, this paper analyses the limited partnership system has flaws: a special general partner suggested that the name may not be sufficient to note that, in partnership form of liability; The responsibility to protect the partnership was strictly limited in the scope of other partners because of the deliberate or gross negligence caused by the infringement of debt, other debts will continue to be jointly and severally liable to unlimited, which reduced the limited liability partnership system value; Limited liability partnership scope is too narrow and can only apply to professional knowledge and expertise to provide professional services providers; limited liability partnership system provides inadequate protection of the occupational risk insurance funds and the provisions of the Occupational too briefly. Finally, the perfect our system of limited liability partnership made a number of recommendations: limited liability partnership initial declarations information only meet general partner declared conditions, but should be clear in the partnership agreement in the partnership agreed to a special general partner of the vote; further clarified the limited liability partnership renewal, and periodic reports Notification of change of the procedure; sound professional insurance system; establish a sound system of alternative assets.Limited liability partnership broke the partnership with the traditional boundaries, blending the flexibility of a partnership with limited liability of the company. China's introduction of limited liability partnership system, although the legislation to fill the gaps and meet the professional limited liability partnership on the organization forms of demand, but we need to see the establishment of the limited liability partnership system is not a perfect system , at the same time it is not an isolated system, but also to improve the building at the same time, improve the system of limited liability partnerships supporting measures and systems to ensure that the limited liability partnership can give full play to their own strengths, realize their value.