| In modern market economy, the individual, partnership and corporate organizational form are very common modern enterprise mode. Partnership, particularly the limited partnership is very popular in many market economy countries. China, as a country in the transition economy stage, timely promulgated PRC Partnership Enterprise Law in order to adapt to the laws of market economic development, and solved the institutional obstacles arose in the process of market economy development. In order to stimulate investors’enthusiasm, the newly revised Partnership Enterprise Law adding a new chapter which is in regards of limited partnership, through which the limited partnership is given the legal status in Chinese market economy. However, according to PRC Partnership Enterprise Law, the general partners are allowed to invest by labour service while the limited partners are prohibited to do so.The labour service, in current society that knowledge economy is developing rapidly, plays a vital role in the development and creating wealth for enterprises, especially for those science and technology intensive businesses. The labour service contribution, as a new form of investment, means that the investor makes capital contribution in labour service and obtains the investor’s qualifications, and shares enterprise profits like other material capital, as well as undertakes the enterprise’s loss. The restriction to the labour service contribution from the limited partners will certainly limit the further development of the limited partnership enterprises.Therefore, this article which is named "the Research on the Legal Questions of the Labour Service Contribution in Limited Partnership", intends to analyse whether or not the labour service contribution is necessary to be restricted in the current limited partnership. To find the conclusion, the article is arranged in four chapters which are the origin and the development of the limited partnership, the necessity and limitation of the labour service contribution, the legislative attitude to the labour service contribution in limited partnership of other countries. Under the conclusion that it is necessary to release the labour service contribution, we should further talk about how to establish the systems to guarantee the implementation of it, hoping to give some instructive helps to the practice. The main text of this article is divided into four chapters.The first chapter:the origin of limited partnership system and its development in China. The first chapter has two subsections, including the origin and the conception of the partnership system, the classification of the partnership and its situation in China, the comparison of partnership legislation between the common law legal system countries and China from the angle of its origin and development, and the analysis of the characteristics and the advantages of the limited partnership. The limited partnership, which conception came from the common law legal system, is a particular manner developed from the general partnership. As the limited partnership co-exists with the general partnership and has the legal feature of dual responsibility, it provides the best way for the combination of the investor and the entrepreneurs and it provides a easier exit system.The second chapter:the outline of the labour capital and its necessity. The second chapter has four subsections, including the difference between the labour service and other related conception, talking about the rationality of the labour service capital through analysing its conception and legal features, pointing out the limitation of the labour capital. To define what is labour service is the premise for the analysis of labour service capital system. Although the word of "labour service" hasn’t been unified defined in law, it clearly distinguishes from the other words of work, labour force, skills and human capital. Labour service capital, means that the investor invests in labour service to the partnership. Compared with the other capital, the labour service has the potential value to create fortune for the partnership, helps to inspire the employee’s creativity, also has other function such as alleviating the hostility between the capital and labour. However, the legal feature of the labour service which is shapeless, person dependence, the unstable value and the difficulty on estimation make it meets lots of inevitable limitation in the practice, such as the conflicts with the joint ownership of partnership property, the impossiblity of compulsory enforcement when the labour investor fails to fulfill this investing obligation, etc. To learn the advantages of the labour service as well as its defaults, helps us to further discuss the frame construction for the labour service capital in limited partnership in China.The third chapter:the labour service capital in the partnership system of foreign countries. The third chapter has two subsections, including the analysis of the regulation of labour service capital in the United States limited partnership, the comparison of the different regulation in civil law countries, the conclusion of the useful practice from comparing the limited partnership system of foreign countries to build up and complete our country’s regulation.The fourth chapter:the labour service capital in China’s limited partnership system. The fourth chapter has three subsections, including the analysis of the reason for the prohibition against the limited partner investing in labour service in PRC Partnership Enterprise Law, the discussion on how to conquer the labour service investing obstacles through analysing the feasibility of estimation and transfer of labour service capital, pointing out the thinking on the frame construction of labour service capital in our limited partnership system from various aspects of the estimation of labour service capital, the performance of labour service capital, the rights of the labour service partner, the exit of labour service capital and the responsibility system of the labour service partner, etc. |
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