Construction Of Chinese Limited Partner's Derivative Lawsuit

Basing on the urgent need of Chinese developing venture capital, A new revision of"Law of the People's Republic of China on Partnership Enterprises"has been adopted and promulgated at the 23ed Meeting of the Standing Committee of the tenth National People's Congress on August 27, 2006. Introduced the limited partnership enterprise system is the revision's biggest luminescent spot. And, for protecting limited partners'legitimate rights and interests, the revision not only give the limited partner a right of direct lawsuit, but also set up limited partner's derivative lawsuit system by Article 68 (7). But because of the correlation theories of limited partner's derivative lawsuit not consistent with the traditional civil procedural theory completely, shortage of the related system and the procedure support for practice, which both cause the Partnership Enterprises Law in problem when it executed.At first, this article describe the outline of limited partner's derivative lawsuit by introducing the concept, the legal principle theory, the characteristic and the function, and by comparison the limited partner's derivative lawsuit and the direct lawsuit explaining the nature of it; Next, by inspection of the American derivation lawsuit historical, selected the 1976 "Unification Limited partnership Act" to use for reference the object to sought the advanced experience which China worth used for reference; and another, by analysis the background of the development of limited partner's derivative in China to explain that the limited partner's derivative lawsuit is needed urgent in China, and analyzed the present legislation of the limited partner's derivate lawsuit in China; Finally, based on summarized Chinese existing limited partner's derivative lawsuit, profits from US's related legislation, the article proposed some reasonable suggestions of Chinese limited partner's derivative lawsuit construction. Hope that this article's discussion of Chinese limited partner's derivative suit is able to give a useful advice for the construction of Chinese limited partner's derivative lawsuit, is helpful in protecting limited partnership enterprise all quarters the rights. The goal of this article will be achieved.