Research Partner Of The Limited Partnership Fiduciary Duties

Limited partnership, a unique business organization form, has gained boomingdevelopment in the United States and is bound to be incorporated into China'sbusiness organization legal system. As to the limited partnership law, the check andbalance mechanism involved in the combination of limited liability and thepartnership form deserves our special attention. This paper focuses on the fiduciaryduty of partners in a limited partnership, a very important aspect of the limitedpartnership law.First of all, this paper analyzes the different legal status of general partners andlimited partners in a limited partnership, and makes it clear that the general partner, aco-owner of the limited partnership property, is also an agent and trustee of the limitedpartnership and other partners, who generally controls the business activities of alimited partnership;the limited partner, a passive investor in the limited partnership,will only be allowed to manage the limited partnership with restricted powers.Secondly, for better understanding of partners' fiduciary duty, this paper presents thehistoric development and legal nature of fiduciary duty, the basic features of fiduciaryrelationship and the basic content of fiduciary duty. On such basis, this paper pointsout that the relationship between general partners and a limited partnership as well asother partners conforms to the feature of a typical fiduciary relationship. In the thirdpart, this paper clarifies the fiduciary duty of partners in a limited partnership underthe law of the United States. General partners will undertake duty of loyalty andduty of care, while the courts will refuse to impose such duties on general partnerswhen they do not have actual control over the limited partnership. On the other hand,principally the limited partners do not undertake fiduciary duty, but the court maynevertheless decide that fiduciary duty should attach to limited partners, when theyparticipate in the management of a limited partnership to some extent. In the finalanalysis, against the backdrop of China's business organization law, this paper putsforward legislation suggestions with respect to the fiduciary duties of partners in alimited partnership, and tries to explore into the theoretical analysis of the relationshipbetween the limited liability, fiduciary duty and legal personality.