The Legal Protection Of The Interests Of The Creditors Of Limited Partnership System

In2006,the New Partnership Enterprise Law provides for Limited Partnership in China which is an excellent legal system in foreign country. This increases the corporate form and injects a new force for the promotion of China’s socialist market economy. However, compared with the general partner, the increase of the limited liability in limited partnership increases the risk of limited partnership debt. The balance of interests between the creditors and the limited partners has become a very important issue in the limited partnership,which is related to the healthy development of the limited partnership. How to adequately protect the interests of creditors and the interests of the limited partners,is the problem that legislators have to deal with.This article takes the comparative method analyzing the lack of creditor protection in limited partnership of China, learns from foreign advanced legislative experience and makes suggestions for improvement. The text is divided into three parts:The first part:first, summarize the meaning of the limited partnership and its characteristics compared with the general partner and the company. Then expound China’s legislation about limited partnership system to explore the legislative history of the limited partnership, compare the content of the legislation about the general partner and the existing limited partnership to find out the effect on debt, explain the practical significance of the limited partnership system. Finally, according to the creditors’ important position and the special risks faced in the limited partnership get the necessity of protective of the creditors in the limited partnership system.The second part:by the horizontal comparison between civil law and common law expect to find advanced legislative experience which is suitable for China.Such as Japan and the United States on a limited partner capital reduction or divestments conditions;members of guarantees and asset retrieve system in Britain; forced registration system in the United States and Germany; the safe harbor provisions on operation and management.The third part:First analyze the lack of legislation on limited partnership creditor protection. There are four aspects:first, loose capital system;second,the imperfect of the content and method of information disclosure; third, the limited partners lack of legal responsibility for the operation and management on the affairs of the partnership;fourth,the unreasonable liability on the identity transformation between general partners and limited partners.On this basis, learn from the advaneed experience of foreign and put forward suggestions for improvement of legislation.