Research On The Institution Of Limited Partnership

Limited partnership is a shinning point in amending Partnership Enterprise Law of the People's Republic of China, which means that the legal system of limited partnership originated from Europe in the Middle Age is founded in China. Based on Chinese legal system and referred to legislation and theory of The Two Law System, this paper analyzes the comparative superiorities and inferiorities of limited partnership as a kind of enterprise, expands on how rights and obligations are distributed between limited partnership and partners, general partners and limited partners, limited partnership and the third part. Meanwhile, from a motion and a static point of view, the author picks two specific law institutions, which are the creation and dissociation of limited partnership and the protection of limited partners, to discuss the problems existed in China's law system, and presents some swallow advice.There are three parts in this paper: introduction, text and conclusion. As for the text, it consists of three chapters.Chapter one analyzes the reasons for the development of limited partnership firstly, beginning with its origin and development. Secondly points out that the meat of limited partnership is that two kinds of partners, general partners and limited partners, who take different liabilities. Finally compares limited partnership in the Common Law System with joint liability company and dormant partnership in the Civil Law System.Chapter two expounds comparative superiorities and inferiorities of limited partnership as one of enterprises, and gives some advice about improving limited partnership in China from a macroscopic aspect. After that, goal designs and distributions of internal and external rights and obligation of limited partnership institution are mentioned.Chapter three says that China's legal system exists legislative defects in conditions, registration and outcome of setting up a limited partnership, as well as in the dissolution institution, such as, how to dissolve a limited partnership, what kinds of dissolutive conditions should be given, and weather the judicial dissolution should be provided. Meanwhile, it is not enough for China to protect limited partners, who should get more legal protection by perfecting the institution of limited partner status recognition, fragmenting legal rights of limited partners, including litigious rights, and emphasizing fiduciary duties of general partners.