| Limited partnership system originated in the Middle Ages in Europe,"commenda" contract, a contract founded by the of European Churches businessman in order to avoid the provisions of canon law prohibits lending interest-earning mode, it can be understood, the conflict between economic development and law catalyze the generation of the limited partnership. However, in its subsequent development process, the system of limited partnership does not follow the disappearance and demise of this conflict, natural ebb and flow of history is constantly enriched and developed. In common law countries, led by the United States and the United Kingdom, respectively, on a limitedPartnership system of special legislation, the Uniform Partnership Act, promulgated by the United States in2005has been revised several times, a more mature and complete legal; In civil law countries, Germany and France on behalf of generally limited partnership form of a GmbH&Co. KG or silent partnership in each of the Commercial Code provisions.Limited partnership system in China started relatively late, limited partnership after never been to, prohibited from the national to the local experimental, to national recognition difficult process. While some of our cities and regions as early as1994has already begun to follow the market needs to start experimental unveiled a limited partnership of local laws and regulations, lack of legislative support on a legal level, however, the shackles of the Partnership system development of SME financing, are detrimental to the development of high-tech enterprises. Finally, based on the urgent need for scholars call for real life is finally in the August27,2006, by the Twenty-Third Session of the Tenth National People’s Congress Standing Committee to vote on amendments to the Partnership Enterprise Law ", in officially take effect June1,2007.In this paper, the historical and comparative methods on the historical origins of the limited partnership and development overview, on the one hand, the common law and civil law on limited partnership legislative style, summed up the basic concepts and laws of the limited partnership features, to discuss the legal and practical significance of establishing a system of limited partnership; on the other hand will be the latest U.S. enacted the Uniform Partnership Act and done a comparative analysis of the revised "Partnership Enterprise Law", pointed out that of the limited partnership in some of the legal aspects of application deficiencies and omissions, the reference to the laws of the United States gives some suggestions.This paper is divided into three chapters:the first chapter is a limited partnership Introduction This chapter describes the development in countries of origin and the system of limited partnership system, by contrast limited partnership system and other relevant legal system the difference summed limited concepts and features of a partnership. The second chapter is a limited partnership in our legislative practice and significance of the chapter summarizes the limited partnership in the practice and development of our analysis of the legal value and practical value of the limited partnership established in our country. The third chapter is a limited partnership in our laws applicable and perfect, this chapter is mainly discussed on the following aspects:the abuse of the limited liability of the limited partners in the limited partnership; limited partnership capital system design some omissions; problems of the general partner and a limited partner in the mutual conversion process and thinking about some of the limited partner withdraws from the partnership. By comparison and demonstration on the above aspects made a few observations apply our limited partnership. |
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