Research On The Development Of Limited Partnership System And Its Application In China

The second Article of Law of the Republic of China on Partnership Enterprises (1997) regulated that, "Partnership enterprise" mentioned in this Law refers to a profit-making organization established within the territory of China according to this Law with their partners associated under a partnership agreement, each making capital contributions, carrying out business operations, distributing profits, undertaking risks and bearing unlimited and joint liability for the partnership enterprise's debts. This definition indicated that Partnership enterprise's partners must undertake the unlimited liability in our country."Law of the Republic of China on Partnership Enterprises" (1997 )didn't include limited partnership or similar anonymous partnership or limited partnership by shares, and we also didn't set up limited partnership law to regulate limited partnership enterprises. However, in the actual economic life, the limited partnership relations actually massively exist, the dispute also brought on some questions to the administration of justice. But simultaneously, the local legislation had made the stipulation to the limited partnership system. Therefore, on August 27, 2006, "Law of the Republic of China on Partnership Enterprises "had been revised. In this revision, the third chapter had made comprehensive and systematic regulation from 60 to 84 on limited partnership. This revision's another luminescent spot was that it increased special ordinary partnership. Therefore, this article is as to limited partnership's historical development, the legislations of major countries and the area on limited partnership, analysis about limited partnership's legislative present situation in our country, and in the end, the author proposed some questions and the revision proposals to the existent questions.This article is divided to four parts, the first part mainly introduced limited partnership's origin, the development, concept boundary, and finally limited partnership and the related concepts' comparison.The second part: the legislation of major countries and the area in the world on limited partnership, and it's two parts on the mainland legal system and the UK-US legal system, the mainland legal system mainly included the legislation of German, French, Japanese and Taiwan area of China, the UK-US legal system mainly included the legislation of Britain and the US.The third part mainly introduced the legislative of our country on limited partnership and the questions of new "Law of the Republic of China on Partnership Enterprises" (2006), for instance, the questions on limited partnership's legislative style, limited partner's qualifications, whether to limit the partner's number, the limited partner's investment, limited partnership's "safe port", ordinary partner's rights and obligations, and after ordinary partners flaw, how to continue limited partnership, and so on.The fourth part mainly put forward some revision proposals on these questions which the third part had mentioned to.