Research On The System Of Limited Partnership

The system of limited partnership is first established in the newly modified partnership business law in 2006. Owing to its particularity, this system has remedied the flaws in the system of the general partnership or that of the company, enriching the forms of Chinese enterprises as well as supplying the various market main bodies with a freely competitive market. Unlike the company, the structure of the limited partnership is simple, without general meeting of shareholders, board of the directors and general manager, or board of supervisors, which contributes to the comparative concentricity, flexibility and high efficiency of the management of the limited partnership. Therefore, it is easy to adapt to the variability of the market and to satisfy the development of the high-technology. Though having absorbed merits of the system of the general partnership and that of the company, the new law still shows some flaws. This paper will analyze the legal personality, the internal legal relationship and discuss the abuse of the system and the prescription of the law. It will also make a comparative study on the provisions concerning good faith in the American laws, hoping to make sense. Based on those, it will draw a conclusion that there are flaws in three aspects resulting from the distinction of the two forms of investment. First is the designation of capital system, the second is the designation of system concerning the limit between limited liability and unlimited liability as well as their transformation and the third is the designation of system concerning transformation of limited partners to general partners. Therefore, this writer suggest the system of the limited partnership be improved focusing on the above problems, based on the destinations, functions and applicable conditions of the two forms of investment. In addition, a reasonable designation of system concerning transformation of the two kinds of partners as well as their respective liabilities is to make the system of the limited partnership more prospective and better adapt to the system of company and the order of economy.