Study On Partner's Limited Liability In Limited Liability Partnership

The partner's limited liability in limited liability partnership, is a key issues for correct understanding and application of the limited liability partnership, the article in "Partnership Enterprise Law" about limited liability partnership is still grossly, that need summarize the experience in practice and further interpretation by authority.For the specific scope of application in limited liability partnership, practice activities etc. basic issues, should be expanded to the scope of limited liability partnership,allow more professional services to use the limited liability partnership; should be refined practice activities, to distinguish between behavior and supervisory behavior, reasonable definition the partner's supervisory duties, and the partner can be exempted from some regulatory responsibility. To protect the security of transactions, the purported partner should bear corresponding responsibility.For debts applicable to limited liability partnership, should be classification analysis, through the variety of reasons for debt took place in partner's activities practice, add the debt of fault in contracting activities, and the debt of breach the post-contract obligations, to expand the protect scope for the innocent partner. Taking into account the characteristics of contract law in China, for the innocent partner's scope of limited liability in the debt of contract,should be limited to the contract debt that provisions of fault liability.For the identified of a partner's willful or gross negligence, considering the limited liability partnership has been introduction to our country before too long, need to emphasize the protection of the interests of creditors, based on considerations of public policy, should strict limit interpretation for the "gross negligence" standard, in order to achieve a balance of interests between the innocent partners and the creditors. For the Employment Insurance in limited liability partnership should be provided as a compulsory liability insurance, demand strict liability.It should be in the basic framework of "Partnership Enterprise Law", to consider the public policy, balance the interests of creditors and other partners, through the reasonable rules arrangement, to fair and efficient distribution the loss in commercial activities ,play a the incentive function of, to promote professional services organization bigger and stronger, in order to achieve legislative purpose of limited liability partnership.