Study Of A Limited Partner Of A Number Of Issues

As the French philosopher Teilhard de Chardin once wrote: "The past has shown us how to build for the future." Therefore, in order to in-depth study limited partner, and comprehensively grasp the limited partnership system, we must understand the origin and evolution of the limited partner, otherwise, limited partnership can not be understood macro and deep. The origin and evolution of the limited partner is closely related with the origin and evolution of the limited partnership. As investor, the limited partner was initially formatted in an ancient Muslim business practice; After more than 1,000 years' development and Evolution, limited partnership flourishes in today's major common law countries, and the system and theory of limited partner are improving and being perfected day by day.The limited partner system is introduced in Partnership Enterprise Law of the People's Republic of China(2006). Although the legislators of the law have done mass legislation research and proof before the introduction of the system, in our country it is still a new conception, which is not widely accepted by people.Because the limited partner's rights and obligations are manifested mainly in the "safe harbors" system, the capacity identification system and the capacity conversion system of limited partner, the author will research limited partner on the ground of those three systems, by methods of history, comparison and legal hermeneutics. The purpose of the author is to help people grasp the nature of the limited partner and limited partnership system.There are four parts in the Paper:Part one: Basic Research on Limited PartnerIn this part, the author describes the origin and evolution of the limited partner, compares the limited partner systems in the U.S.A and the U.K., compares the "limited partner" with some relative conceptions, and summarizes briefly that our limited partner system must be constructed on the ground of the national conditions.Part two: Research on the "Safe Harbors" System of Limited PartnerIn this part, the author introduces the evolution of the "safe harbors" system in the U.SA, analyses the legal value of the system, reviews China's "safe harbors" system, and summarizes briefly that our "safe harbors" system needs amendmentPart three: Research on Capacity Identification System of Limited PartnerIn this part, the author analyses the legal value of the system, makes expositions of normal and special capacity identification methods, and summarizes briefly that we should insist both methods in our judicial practice.Part four: Research on Capacity Conversion System of Limited PartnerIn this part, the author analyses the legal value of the system, makes expositions of the elements of the system which includes substantive ones and procedural ones, discusses the legal consequences of the capacity conversion between limited partners and normal partners, and at last summarizes briefly that we should establish a standard which can help us to identify the capacity conversion correctly.At the end of the Paper, the author concludes that we must push on the legislation progress of the limited partner system, so as to match the development of the economy.