China Transplantation The Feasibility Of A Limited Partnership System Of Legal Research And Legislative Recommendations

The limited partnership was globally accepted by continental legal system andAnglo-American legal system, and standardized by means of legislation in both, whichmake the limited partnership to be an unique finance way and a distinct enterprise form.Currently, lots of limited partnership relations appears with the development ofeconomy in China; on the contrary there are not related legislations on limitedpartnership. As a result, the correlative laws should be constituted. In addition, thehigh-tech enterprises and numerous small and medium enterprises engaged in the riskinvestment field have the intensive desire to carry out this enterprise system forself-development. On the other hand, the creation of limited partnership conforms to therequirements of constructing the completed business main body, extending the financechannels and cultivating the financial investment system in accord with marketmechanism. Consequently, this dissertation probes into the feasibility of transplantationof the limited partnership, and puts forward the suggestions of legislation. I hope that itcould be helpful to set up and complete the limited partnership system with ChineseCharacteristics. The dissertation will be divided into the following parts:Forward Through the brief introduction of corporation, partnership and soleproprietorship enterprise, this article bring forth the reason why the partnership stillpossess powerful life force at the moment is to meet the requirement of economicdevelopment. It is actually a result based on the variation of traditional partnership, andalso the limited partnership is the most distinctive one in all kinds of partnership. Bymeans of the macro-description of reality needs of China economic society, additionally,the dissertation presents the feasibility study on transplanting the limited partnershipinto China and advances significant meanings of related legislation of the suggestions.The first part is the legal analysis of the fundamental issues concerning limitedpartnership. This part gives a brief introduction of the legislation of limited partnershipsystem in France, Germany, England and the United States. On the basis of thisintroduction, a basic concept of limited partnership will be induced, which is within alimited partnership, there shall at least be a general partner and a limited partner.General partner is responsible for the management and operation of the partnershipbusiness, and bears unlimited joint and several liabilities for the debts of the partnership,whereas limited partner has only limited participating rights to the management andoperation of the partnership business, and bears limited liabilities within the amount ofthe subscribed capital for the debts of the partnership. The dissertation then goes on tointroduce the origin, the detailed legal characteristics of the limited partnership system,and makes a comparison of limited partnership (in its narrow sense) and relevantconcepts (general partnership, dormant partnership and limited partnership by shares),and thereby presents the basic contents of such a system and lays a foundation for theexposition of following part. Limited partnership originated from the coastal trading"Commenda" organization in the Mediterranean coastal area. It then developed intolimited partnership by shares of the continental legal system, and made its way into theUnited States at the end of the 19th century, where it gradually evolved into the currentlimited partnership system of the common legal system. It possesses duality in itsorganization and responsibility, personal and capital characteristics in external credit,relatively strong substantiality and financing characteristics, and stability andpersistence. At last, the dissertation sets forth the author's views through exploring thelegal status of limited partnership, which are: the legal status of limited partnershipshould be defined in accordance with the actual legislation, judicature and economyconditions of our country, and the states of the entire civil capacity and valueorientations of differ...