Management Of Limited Partners And Exercise

Because of the strong flexibility in operations and the limited scope of responsibility,which can better meet the financing needs of market, the limited partnership has become apopular organizational form to stimulate investment enthusiasm of investors, thus furtherpromoting the market economic development. In2006China passed new Amended Act to theLaw of the People’s Republic of China on Partnerships in order to modify the system. Atpresent, China’s legislation prohibits the limited partner limited partnership involved in themanagement of corporate affairs, and by depriving a limited partner in a limited liabilityprotection of a negative way to exercise management rights. Legislation limitations, to someextent, are based on the balancing requirements of rights and obligations between the limitedpartnership and the general partner, and also based on the efficient operation of thepartnership and the need to protect the interests of all partners. However, if the absolute limitof the management of a limited partner, due to lack of effective checks and balances, thegeneral partners are likely to delay in exercising executive power or abuse of the partnershipaffairs, even with the collusion harm the interests of the third party companies that investorsgreatly reduced enthusiasm. Therefore, our legal recognition should be given to the limitedpartners and certain management of partnership affairs.This thesis combines legislations, academic theories and practices abroad. It firstanalyzes the theoretical basis and the positive role that limited partner management rightsplays, which affirms the necessity of management rights of the limited partner. Followed by adetailed analysis of a limited partner in a partnership vote matters, it attaches importance onthe management of monitoring the implementation of the process and the conditions enjoyedby exercise. Finally, the thesis concludes that a limited partnership shall comply withmanagement rights and obligations and restrictions. The author proposes appropriaterecommendations for improvement of the current legislation on the management of thelimited partners at the same time. In order to safeguard the rights of a limited partner and givefull play to the advantages of limited partnership to promote the development of a limitedpartnership.The first chapter is based on the management of the limited partner, and it raises threequestions. First, the thesis investigates that the management of the limited partner enjoystheoretical basis. Secondly, it introduces the limited partnership. Finally, it confirms thelimited partner enjoys management rights, on the basis that management rights should beraised with the management of the general partner to be differentiated. The second chapter is the right to vote of a limited partner in the partnership affairsdivision. Voting of limited partner in the partnership affairs is not only the most direct way tomanage the limited partner of the partnership, but also in the management of its mostimportant content and infrastructure. This article analyzes from the necessity to participate ina limited partner in a partnership affairs start on the vote, a detailed perspective of the scope,effect and voting forms of the limited partnership on the partnership affairs.The third chapter is about the transaction execution of a limited partner in a limitedpartnership. This thesis argues that a limited partner can perform a limited partnershipbusiness in three ways: as a commission agent of a limited partnership based execution,similar to office directors or supervisors; as members of the executive management of thelimited partnership at the same time become general partners; limited partners who takeadvantage of the dual identity of execution. And this chapter involves the conditions for theexercise of these three ways.The fourth chapter is about the transaction supervision of a limited partner in a limitedpartnership. Right to know and the right to question the limited partner are the main ways ofthe supervision of limited partnership affairs. This article specifically addresses the limitedpartner’s right to know and the right to question the scope and conditions for the exercise. Itdistinguishes these rights from participating in the partnership affairs related to theimplementation of the general partner.The fifth chapter is about restricts in exercising the management rights of a limitedpartner and responsibilities to be borne in violation of restrictions. The limited partners shouldcomply with the requirements of fiduciary duty. If a limited partner was in violation of theobligation to exercise management rights harm the interests of the other partners, he shouldassume liability to pay compensation.