The Improvement Of The System Of Limited Partnership

Limited partnership originated in Europe in the middle ages commenda contract, The conceptfirst appeared in1882the United States in the state of New York, a legal system. In many westerncountries also have similar limited partnership form of the enterprise. On August27,2006in Chinaby the "partnership enterprise law of the People’s Republic of China (amendment)", Marks oflimited partnership in China formally established. This article in the existing legislation as thefoundation, Legal status and nature of limited partnership to define, respectively, the limitedpartnership and the related legislation comparison, in Anglo-American law system and continentallaw system discussed, and the basic system of limited partnership, Summarizes the limitedpartnership system innovation as well as the problems existing in the legislation in our country, andto discuss the problem, and so on, and put forward his superficial perfecting suggestion.Full-text is divided into introduction, text and epilogue three parts. Which body part is dividedinto four chapters.The first chapter has carried on the outline of limited partnership, from the origin of the limitedpartnership development analysis of the concept of limited partnership system. Pointed out thelimited partnership is a form of human resources in combination with the responsibility and themanagement pattern and enjoy limitation of liability partnership system. The limited partnershipmade to define the legal status and nature respectively.The second chapter compare limited partnership system and related legislation, inAnglo-American law system and continental law system discussed, and the basic system of limitedpartnership, summarizes the limited partnership system of innovative, namely the independence ofthe limited partner, limited partner can also be infinite joint and several liability is a legal person,partnership was broken, the operation and management of the limited partnership must be a generalpartner.Related concepts in the third chapter puts forward our country limited partnership in partners,"safe harbor" provision, limited partners on the relevant provisions of the rights and obligations, theprovisions of the lack of a general partner after the change, the partnership organization form ruleson the legislation defects, protection of limited partners think at the same time, our countrylegislation imperfect rules, its scope is not clear, the number of rules are not scientific and theidentity of the above shortcomings.The fourth chapter on the basis of the third chapter puts forward the legislative defects of, theauthor puts forward his superficial perfect suggestion, the legal definition of partners in response to the limited partnership to make a detailed; improve the limited partnership "safe harbor" provision;clear the rights and obligations of a limited partner; perfect general partners limited partnership aftermissing a continuation of the problem; clear limited partnership form of organization change. Theserecommendations conducive to the protection of limited partners and general partners, and theimmediate interests of the third person, that limited partnership in our country get more stable andlong-term development. At the same time, the author also put forward should perfect the legislationmodel of limited partnership, according to the current China’s national conditions, establish thelimited partnership law has the necessity, feasibility and the effectiveness of its unique.