Limited Partnership System Research

There are three forms of modern commercial subjects, including sole proprietorship, partnership and company. Limited partnership is a special form of partnership. The Great Britain and American developed their own special Limited Partnership Act and established its legitimacy. In the civil law countries represented by France and Germany use the form of anonymous partners and joint companies in the Commercial Code to protect. In the 20, 21 century, the unique advantage of the limited partnership attracts attention of the community, especially in the venture capital industry and strong professional services. With the diversification of our market economy, the original form of commercial organization can not meet the needs of investor for investment model and the form of investigation has been presented in diversity. Access to capital era of Chinese economic development, the limited partnership with its unique attributes and mixed responsibility attracts the majority of investors, and becomes the best investment patterns in venture capital, professional services and entertainment areas. According to the main body of the existing commercial legislation, China has not yet included limited partnership in the scope of legislation, and our current development trend of the market economy needs the organization form of commercial limited partnership. Meanwhile, after China's accession to WTO and non-discriminatory national treatment principle of foreign-funded enterprises, we need to correspond with foreign countries so as to establish a commercial system of primary legislation. Therefore, the study of limited partnership on economic development and legislation has practical significance.In this paper, the problem generally divided into two parts: the first is the basic theory of the limited partnership. This part of the research focuses primarily on the basic concept of the limited partnership, the nature and legal status, legal characteristics, rights and obligations of the limited partners and the establishment, management and termination of the limited partners'of. The second part is about the establishment of the limited partnership, including the feasibility analysis of establishment of limited partnership, legislative framework, the reference to foreign legislation and other issues. Because the limited partnership legislation is now on a blank stage, research on these issues is with the actual situation of China, demonstrate the specific legal provisions drawing on the limited partnership common law system and legislation.First, by introducing the limited partnership and development process to explore the causes of limited partnership, to clarify the importance of legislation of commercial organization. Secondly, by introducing the nature of the limited partnership, legal status, limited partnership and the partners of commercial organizations and other forms of comparison, analysis the value of limited partnership to further clarify the legal system to establish a limited partnership necessity. Once again, through the introduction of legislation on the characteristics of the limited partnership and the social impact of current social situation of Anglo-American countries, combined with the situation of our country, I will make feasibility analysis of limited partnership of establishing legal system. Finally, by synthesizing and analyzing the American Limited Partnership Act and the status of legislation, legislation of limited partnership models and frameworks will be proposed. The paper uses historical approach; compare the methods and case studies. In general the meaning and characteristics of a limited partnership, based on the generation and development through their longitudinal study, and tap the causes and background of limited partnership; With the comparison analysis of the form of limited partnership with other commercial organizations, we conduct a comprehensive understanding by the statutory and case of horizontal comparison of U.S. limited partnership, we conclude the legislative system and regulatory approach of the advanced experience of United States on the limited partnership, combined with China's actual situation, I will make some analysis and recommendations on the limited partnership legislation.