Analyzing The Civil Liability Of Partners Of Limited Partnership

August 27,2006 Tenth National People's Congress Standing Committee of the twenty-third meeting passed "the Partnership Law",so the system of limited partnership has become the important contents of China's Partnership Law.With China's rapid economical development, limited partnership has been development a lot.But it is inevitable that limited partnership has the economical disputes with the outside world and the internal itself.How to deal with these disputes,how to bear civil liability of partners,"the Partnership Law " in this requirement is not detailed enough which needs to be further improved.Limited partnership is composition of general partners who bear unlimited joint and several liability and limited partner who bear limited liability,at least one general partner and at least one limited partner. Limited partnership has a relatively independent legal status.General partner of limited partnership is the partner responsible for the operation and management and bear the unlimited jointly liability for the debt of the partnership.Limited partners invest and share profits,but do not participate in the operation of limited partnership,bear the limited liability for the limited funding for the debt of the partnership.General partner is a partner of the total property,agents,trustees,and limited partners do not have such legal status,with relative independence.The civil liability of Limited partnership can be different from the partners.The limited partnership should independently take the civil liability on the debts within the assets.When the debts exceed its assets, the limited partner takes the limited liability and the general partner unlimited liability.Because limited partnership and general partner have a trust relationship,the general partner is very important to his or her of general partners.However,our country lacks the principles of fiduciary duties of the general partner and its civil liability in breaking fiduciary duties.As funding of limited partner is the main source of the property of limited partnership,accountability of civil liability of the limited partner in violation of the obligations of investment is especially important to. If the limited partner violated the benefit of limited partnership,other partners and creditors of the partnership by means of violation on the obligation of funding,he or she is assumed to bear the duty of submission of the difference to limited partnership,the breaking of contract to other partner,the creditor can be held the civil liability of limited partners in accordance with the subrogation right;Because the limited partner takes the limited liability at the cost of the loss of the management.The limited partners participate in a partnership business management,then it should take the corresponding civil liability.How can we bear the responsibility,there are two types of legislation: American's and German's.We adopted the legislation of the United States.For our China's civil liability for the limited partnership and partner, there are some shortcomings to be improved.