The Research On Limited Liability Partnership

Anglo-American was the first to establish a system of Limited Liability Partnership. Its purpose was to solve the conflict between the continually expanding professional service organizations and unlimited joint liability. In 2006, newly revised the "Law of the People's Republic of China on Enterprise Partnership" referenced this system, referred to as "special general partnership". This new organization blocked the unlimited joint liability among partners, partners protected by limited liability. Because of an earlier introduction, the limited liability partnership of Anglo-American is more developed and more mature. In comparison, the legislation in China is simple and composed of only five clauses.In theory and practice this has some drawbacks.Besides introduction and conclusion,this dissertation contains four parts through the use of historical narration and comparative analysis to study the Limited Liability Partnership. We consider the problems of our system and put forward some suggestions on improving it.The introduction will mainly focus on the purpose of this dissertation,and reviews the results of research on LLP about home and abroad.Part two introduces the basic theory behind LLP. It covers the origins, the definition and the legal characteristics. It also studies the process through which China to establish this system. Finally we will compare LLP with other types of organizations, exploring some distinguishing characteristics of LLP.Part three is the comparative law study on LLP. This part will compare the legal status, who is allowed to use this form, partner's liability and how to protect creditors between China and Anglo-American. Following this comparison we sum up the differences between China and Anglo-American and pave the way for the part four and part five. In regard who is allowed to use this form,I think it is suitable to be limited to professional service organizations.It follows on from the topics discussed in the previous section and sums up the problems exist in our country, for instance how the system of set up, how to define areas of liability among partners, the protection of creditors and the priority for paying off debt.Part five will propose and discuss potential improvements; specifically relating to the problems in our country,with hope that it is helpful to limited liability partnership.About professional activities,tort and breach should be both concluded. At the same time,the standard of defining areas of liability among partners should be clear and suitable.The conclusion is the summary of this dissertation. We will discuss how the legislation and operability can be improved. First we look at the system of set up; secondly how to more clearly establishment partners'liability; thirdly we explore possible more robust mechanisms for creditor protection, and make the system more practical.