Several Issues On Legal System Of Limited Partnership

The system of limited partnership coruscated vitality in modern society as an old type of business organization, it has an important effect on risk investment and privately-offered fund and other businesses as well as minor enterprises, American knowledge economy has been promoted to develop quickly by it to a certain extent, and then the whole tendency of American economy is affected by it. Our country is lying in the period of which economy is developing rapidly, it is of great realistic meaning to establish and perfect the system of limited partnership in this country. Law on Partnership Enterprises has been practically inspected for two years; some problems about the system of limited partnership need to be studied and discussed further more and the system of limited partnership needs to be perfected.The concept, origin, legal characteristics, systematic value and other aspects of limited partnership are studied by dialectical, historical, comparative research approaches and others in this paper, legislative experience in foreign countries especially in America are used as a source for reference, the problems in the current system of limited partnership in this country are analyzed, and then own opinions and suggestions are put forward.This paper is divided into three parts.The first part is about the introduction of the legal system of limited partnership. The concept of limited partnership is defined in this part, the creation and historic backgrounds of limited partnership are introduced, the characteristics and value of the system of limited partnership are analyzed. Limited partnership is a type of business organization which is based on partnership agreements and is made up of limited partners and general partners, in which limited partners are responsible for the debts of partnership enterprises within the amount of their investments and general partners have unlimited joint responsibilities for the debts of partnership enterprises. As the product of reacting against lending and collecting interest in canon law, limited partnership may be derived at the earliest from the business practices in Arabian regions, it was spread to Mediterranean countries in the Middle Ages and was developed from satisfying commercial ventures into the form of Commenda agreement and until that the system of unlimited partnership was established in legislation in every country in the modern times. The system of limited liability is created by limited partnership, which lays the foundation for the appearance of company. Limited liability is the intergradations of general partnership and corporate system and has the legal characteristics such as the duality of organizational structure and responsible form, simplicity of operation and management, comparative stabilization of organizational structure, changeable identities of partners and having the legal characteristics of the capital and personality. Integrated system of state-owned economy was put into practice at the beginning of building the country, form of enterprise was sole. Types of business organization such as general partnership, sole corporation, limited liability company, joint stock limited partnership and so on are established gradually after reform and opening-up, business organizations are enriched and the system of commercial affairs in this country are perfected by the system of establishing limited partnership. Investors are given more choices by limited partnership under the circumstances of the rapid development of economy, by which the developments of minor enterprises are promoted and their capital sources are widened; risk investment industries are promoted to develop and transformations of sciences to production capabilities are sped up; at the same time it paves the way for which state-owned businesses and other commercial affairs subjects engage in operating activities in the form of partnership.Systems of limited partnership are compared and researched in part two. In this part, through comparing limited partnership with general partnership, anonymous partnership, special general partnership as well as companies, something in common and something in different between limited partnership and other commercial affairs subjects are analyzed, understandings of the systems of limited partnership are deepened. The legislation in this country is offered references by researching on the legislations of limited partnership in western countries. Limited partnership and general partnership are both on the basis of partnership agreements, general partners'methods to assume liabilities and the rights of business management are same, and they both enjoy the preferences in tax revenue; the main differences are that limited partners are responsible for limited liabilities, they don't have business management rights and are free from the limitations of the prohibition of business strife, partnership properties can be pledged and transferred. limited partners and anonymous partners both assume limited liabilities and have no business management rights; and the main differences are that anonymous partners shouldn't register, sleeping partners shouldn't contribute with credit, the person who aren't the joint owners of partnership properties have the right of noticing to dissolve partnership. Partial partners'responsibilities are limited by limited partnership and special general partnership, but the contents of limits of liabilities are different. Limited partnership and company are both on the basis of the system of limited liabilities, but company has corporate capacity, stockholders have rights to vote and characters based on capital are clear. Legislative forms and contents in every country are different in various degrees and have different effects on national economic development in every country, which are affected by social formations, economic foundations, legislative traditions and other aspects. In France, limited partnership is stipulated in company law in the form of joint liability company and is given corporate capacity; the law of limited partnership was drawn up in Britain in 1907, but limited partnership failed to become the mainstream form of British enterprises; law of unit limited partnership was drawn up in America in 1916 and had been amended many times latter, the practical experience of legislation is rich. In America, limited partnership is adopted in risk investment and other fields, which has played an important role for the development of American knowledge economy.Problems and solutions about legal system of the limited partnership in this country are discussed in part three. Some defects and deficiencies of the existing systems are pointed out in this part; own opinions and suggestions are put forward combining with practical situations in this country and using the legislative experience in foreign country as a source for reference. In the author's opinion, restrictive provisions about the amount of limited partners are worked out by Law on Partnership Enterprises in this country, which is not good for the full-scaled development of limited partnership enterprises, restricted provisions should be cancelled, restrictive methods such as information disclosure can be adopted in order to prevent the phenomenon of illegal fund collection; contributive rules of limited partner are too simple, which is not good for the protection of creditors'benefits, provisions about limited partners'proportion of providing funds for the first time, deadline to pay enough, nonmonetary property assessment as well as responsibilities of false assessment and others should be worked out; it should be stipulated if limited partners'rights and obligations aren't stipulated; it should be made clear if legal consequences that limited partners carry out partnership affairs and the authorized subjects who are authorized to deal with third party are not definite; creditors should be given the rights to raise objections and require offering for security when the status of general partner are translated into limited partners; trust standard should be abandoned and relatively balanceable control standards should be adopted by the rule of safe port; derived lawsuit system should be built, general partners'fiduciary obligations should be stipulated.In order to make the full use of the system of limited partnership and offer better services for the economic construction in this country, it is suggested to perfect the systematic combination of the system of limited partnership and other laws and regulations, for example, construction of the social credit system should be strengthened, the system of personal property should be set up and amplify.