Treatise On The Limited Partnership And Its Limited Liability Protection

Viewing the historical development of partnership evolution, the reagent of economic utility is testing out its vitality of such a traditional form of enterprise organization. Modern market economy is bursting out enormous energy, meantime it is largely and diversely inclusive for the market players-individual, partnership and corporate organizational form of modern enterprise system and so on,which highlight the economic and social human beings'rights and responsibilities that are the spirit of the dual body. Partnership, particularly the Carnival of limited partnership's revival in the market-economic countries which are the civil law countries or the common law countries, is widely used.The United States with the rise of the earliest venture capital and the civil law countries represented by France and Germany, enlarged free space for their own market players and promulgated or approved laws and regulations like the limited partnership enterprise law and others, which pioneeringly contributes to the limited partnership's institutionalization.The advantages of limited partnership decide the value thinking of its introduction to China. Venture capital, venture capital fund and high-tech industry choose the limited partnership in light of economic value. Firstly, the limited partnership has a unique governance structure and highly efficient management efficiency. Secondly, the typical market-economic form of organization, i.e. the corporate that shall interact with the limited partnership,which contains institutional innovation value. Finally, the limited partnership's single-layer taxational previlige is super generous.China,in a transition-economy stage, which is taking the mission of the rapid development of market economy, in order to adapt to the laws of market-economic development, timely promulgated PRC Partnership Enterprise Law, and solved the institutional obstacles that the market economy help develope the venture industry. Commercial institutional barriers being eliminated, the following adaptation of narrow-minded contradictions need urgently to amend the original Partnership Enterprise Law. In order to stimulate investors'enthusiasm, the newly-revised Partnership Enterprise Law adding a new chapter, newly-framed the legal status of the limited partnership in Chinese market economy.Dynamic game is on the alternate interpretation in the market domain, in response to which legislative measures temporarily achieve the balance of the market players'interests. Limited partnership is shipped from the West, which is some abnormal growth in our country, which appears to have somewhat transplant-rejection and lack of acclimatization. Whether limited partnership and limited liability protection are extended, or to be contracted and controled,the supply of legislation runs into a dilemma. With exploring and probing the essence of limited partnership, firstly general partners and limited partners under the partnership-controlled behavior in specific; situations (with typificational trend), the burden of liability is not symmetrical.Secondly, for the maintainance based on person-to-person and capital-to-capital enterprise credit, the limited partner will and shall,under a series of typificational or enumerated behaviors,cover certain control over partnership-affair executive right, penetrate and even go beyond the electricity net of the law,paralleledly the voice of reducing the burden of unlimited liability for general partners has become increasingly strong. The matrix combination between general partners, limited partners and unlimited liability, limited liability achieves the balance of the partners'interests. The criteria of the foreign limited partnership liability burden is worth apppreciating and, combining with China's reality,as for the legal protection and control of the limited partnership liability, we may have two paths to choose, the supply of mandatory legislative rules and the option-out of any default agreement rules.