Research On The Rights And Obligations Of The Limited Partner

By a long-term discussion in theory, we have passed the amendatory draft of the Partnership Enterprise Law eventurally on August 27, 2006 , the law system of limited partnership have been established systemically , the amendments have fundamentally shaken the pattern of the traditional model legislation of partnership which asks for the partner`s unlimited and related responsibilities, and have formed the partner liability system of Chinese which is characteristics and relatively perfect. As China's market economy growing, the limited partnership system combines the merits of the company and the general partnership , it is bound to meet the main players` diversification of the investment and financing needs in the market, and it will play an important role on the development and prosperity of the market.The third chapter of the "Partnership Enterprise Law"stipulates the limited partnership enterprise system, the framework of limited partnership system has been basically established, but the Partnership Enterprise Law of the Republic of China is not limited to the scope of the right of the limited partner, the exercise of rights and remedies, the obligations of the limited partner and the liabilities about breaching the obligations, the legislative is lack of systematic and seems principle. This paper compares the successful experiences of the United States and the legislation of other country, the writer thinks deeply the problems on the limited partners` authority and responsibility, the paper is searching after the mechanisms of the relief of the limited partner`s rights and the undertaking of the resbonsibilities. The full paper is divided into three chapters, about 28,000 words.The first part is the outline of the limited partnership system and the limited partner. After elaborating the concept of the limited partnership ,the limited partner and the general partner, the writer analyzes the relationship between the limited partner and the general partner. The writer demonstrates the necessarity of research on the rights and obiligations of the limited partner.The second part discusses the rights of the limited partner,this part is most importment. This chapter mainly talks about five kinds of rights: gain profits , the right to transfer the share, a special executive of partnership affairs, the right to information, the right to supervision, the writer discusses the scope of these five kinds of rights and the exercise of the right methods. This paper proposed the view that the limited partner in exceptional circumstances should also be entitled to some of the implementation of the right partner affairs, and following the demonstration. The writer discusses the remedies of the rights, the limited partnership derivative litigation system is been elaborated.The third part discusses the obligations of the limited partner and the legal liability. The limited partner is should invest and forbidden to executive on the partnership affairs. In this paper, the question whether labor service can be considered as a king of invest is being discussed, and a number of suggestions has been carried out about how to perfect the Chinese limited partner`s investor system. At the same time, this paper discusses the question of Apparent Agency on the composition of elements about Apparent Agency has been analysed and the liability of the limited partner when his act is considered as Apparent Agency.