Research On The System Of China Limited Partnership

Limited partnership system originates from the Middle Ages in Europe which uses inmaritime tradeat first. The advantageof the partnershipsystem is toavoiddouble taxation andset up easily which managementis safe and conveniencecompared to other economicorganizations.So the system quickly spread throughout Europe.China revises The newPartnershipEnterpriseLaw in2006drawing on the basis of the national legislation andpracticalexperiencewhich is not only to make up for the deficiencies of company system andpartnership,but also enrich our enterpriseorganizational forms.But the Limited partnershipsystem in China starts late.The theoretical basis and practical foundation of the system areinadequate.In recent years in the development of it,Limited partnership system exposesmoreandmoreproblems.It will hinderthe development of the market economy.This article describesthe meaning of the limited partnership system characteristics and ithas the advantage.The article analysis the inadequacies which exists in the current system oflimited partnershipand learn the successof the limited partnership ’s legislative experienceofWesterndevelopedcountries.Finallyput forward legislativeproposals toimprovethe system ofChina ’s limited partnership.Expresslylimited partner qualifications.Include: Refinement of thescopeof the general partner andthe limitedpartners.Clearthe proportion of the general partnerof the limited partnership and increasepublicity both partner program.Make the rights andobligations of the limited partnersspecific.Gives certain managementrights of the limitedpartners and improve the system of limited partner investors.Creatively put forward theproposal that is aboutclearing the limited liability provisions.Expand the scopeof application ofthe negation of the limited liability regime.Constituent elements of refined table seepartnership.Another innovation point is establishing conversionsystem of a limited partnershipinto a limited liability company.Include: Refinement of both conversion program.Clear theprinciple of the protection of the interests of creditors during the conversion process.Soundlimited partnership dissolution and bankruptcy system.Include:clear the main reasons fordissolution and the subject of right of limited partnership.Refine the limited partnership bankruptcy reasons.Determine the interests of the creditors of the bankrupt property protection.This paper mainly analysis the problems of the limited partnership system which exposed n practice and propose solutions for the problems.Hope can be beneficial to help partner companies solve the problem in practice Propose some legislative proposals and believe that China’s limited partnership theory be more perfect and our legal system will improve.