The Study On The Limited Liability Deny System Of The Limited Partnership

Limited liability deny system is established to prevent creditor interests and public interests from thrests. So we are about to deny limited liability in the specific legal relationship. In terms of liability, limited partnership does not get too much regulation in our country’s relative legislation. And because the creditor interests and public interests do not achieve enough protection, the phenomenon of abuse of limited liability appears. In the way of limited liability system, our country’s legislation is backward compared with that of the western countries, this is because the Corporation Law just regulates the corporate personality deny system declaratively. But nowadays the limited liability system has expanded from corporation to partnership gradually, so the security system for creditor interests and public interests should not be contained to the Corporation Law. This paper has four parts, containing the definition of limited partnership and limited liability deny, the necessity and suitable condition, and the legislative suggestion of limited liability deny system. The author believes that because the limited partners undertake limited responsibilities, the circumstances of abuse of rights and a lack of protection for creditor interests often appears. In order to protect the interests of most interested parties and embody the justice of limited partnership, it’s very necessary to introduce limited liability deny system into limited partnership. Specifically, the suitable conditions consist of subject element, behavior element, subjective factors and result factors. Only by analysing the suitable condions can we find a suitable institutional model for China. We must definite the limited liability deny system clearly in our legislation rather than staying at the theoretical level only if want to make the limited liability deny system appropriate for the limited partnership in China. For example, we can modify relative regulations of the Partnership and put the case guidance system into practice. Opening the company veil system has been introduced into the partnership in many foreign countries, which is very instructive for our country’s legislation.This paper aims at promoting the development of limited partnership and improving the credit ratings of markets by the way of promoting legislation of limited liability deny system. However, the limited liability deny system can not be transplanted simply, otherwise the limited partnership will be restricted too much and the development of such partnership will be affected too.