Study On The Limited Partnership System

The system of partnership comes from the "Code of Hammurabi" which is defined as their contribution and the partnership debts and liabilities of the limited partnership and limited liability adapting to the economic development. For partnership debts jointly and severally liable general partner of a partnership organization composed. Limited partnership and the partners within the organization responsible for making the duality of the system in certain economic sectors and the general partner has the incomparable advantage of the corporate system, However, the old system has not been abandoned, moreover, it is more brilliant in today's complicated economic situation. The limited partnership was firstly defined by "PRC Partnership Enterprise Law" in 2006 based on both the legislation experience in other countries and practical experience in local areas. The system will be incorporated into our legal system which makes it be more convenient and smooth in our country's development.The basic concept, characteristics, historical development, the advantage and disadvantage of a limited partnership are introduced in this paper. The existing problems of the system in our legal are emphatically put forward and the corresponding solutions are presented. Under the current legislation, the limited partnership system should be carefully ruled on the basis of the following aspects: Firstly, the identity of partners should be specific required including clearing limited partners and general partners range, cancelling the limited person number of partnership organization, increasing the person number rate and fund provision rate of limited partners and general partner, promulgating the limited partners and the general partners. Secondly, the rights and obligations of the limited partners are defined including defining the equivalence for the rights and obligations of limited partners, regulating the organization distribution system for the limited partnership, specifying the non-compete obligations for the limited partners, establishing the denial system of limited liability for limited partners. Thirdly, the requirements should be clearly defined if the partnership organization are changed including defining the subject of dissolved right, setting different disbanded conditions aiming at different subjects, loosening the dissolution of the partnership provision, fixing the transformation of conditions for the limited partners and general partners, conducting a comprehensive provision of property transformation for limited partners.According to the problems of our law for limited partnership system, the corresponding solutions are presented to solve widely existing problems and mass confusion in our life. Limited partnership system comes into China's legal system keeping pace with the times. As the law-based deepens, our legal system including limited liability partnerships are improved so as to enable our socialist legal system construction to acquire further development.