The Protetion Of The Interests Of Limited Liability Partner During Adminstation

Limited partnerships has been adopted by the Chinese Partnership Enterprise Law since it's amendment at August 17, 2006. Tracing back to its origin, Limited partnerships has developed from the medieval law merchant in Europe, the commenda. The characteristics of this old age company type appear in its unique legal structure----the partnership comprises two kinds of partners with different capital raising forms and different liabilities to debts of partnership, that is, limited liability partners and general partners. Under the framework of Limited Partnership, the limited liability partners provide capital for the business venture but they usually do not participate actively in the management of the venture, leaving the latter role to the general partners.Since the limited liability partners do not participate in the management, they have to face those risks, such as blind to information about how the enterprise is operated, lacking healthy supervising mechanism, which lead to loss of investment due to wrong decisions or purposed infraction from the general partners. So how to protect interests of limited liability partners is a problem needing to be resolved. We will discuss it in this paper.The structure of this paper was arranged as four sections. First, we discussed the development of Limited Partnerships in history and legislation models of some countries. Second, we described the conception and the legal characteristics of Limited Partnerships , then rights of limited liability partners. Third, we analyzed the risks that limited liability partners should face with. In the last section, we discussed rights protecting mechanisms for limited liability partners, on the base of comparing foreign legislation models, and also referring to rights protecting mechanisms for small shareholders of corporations which established in the Chinese Corporation Law.