Research Limited Special General Partnership In Partner

The application of limited liability protected the innocent partner’s interest. But to some extent, it affected the interest of balance between the partner and creditor of special general partnership partner, increased the risk of creditor.We need solve these conflicts and contradictions.Pointing out the problem of partners’limited liability what is about the special general partnership. Such as, the nature of limited liability debt is not clear; fault behavior scope is not clear; the sequence is not clear; the system of creditor protection is not perfect and so on. Using methods of comparative analysis, empirical analysis and other methods and then to analyze problems and solve problems, this article provides ideas for consummating the limited liability of partner.Our partner can assume the nature of the debt of limited liability. The protection scope of the limited liability should be expanded to breach of contract obligation, to better protect interests of the no-fault partner.The limited liability of partners of practicing activities, pointing out that the "practice" not only contains the default behavior but also tort. Partners caused the debts of the partnership enterprise because of obeying regulatory responsibility, the partners how to take responsibility. How to understand the "supervision" of the word meaning, through the typical cases of the American, this paper summarizes the situation of limited liability of no-fault partners. We determined intent or gross negligence with the practicing activities of partner."Intentional" can refer to the provisions of the Criminal Law. It is not unified standard to distinguish "Significant negligence"and "General negligence", the academic circles exist great controversy. For practitioners, they don’t pay attention to professional standards and professional ethics, they are not in accordance with the professional standards to carry out business.This kind of behavior is considered as significant negligence.Debts of the problem for limited liability.Tt can be divided into external responsibility of a third person and internal responsibility. Analyzing partner partnership debt of partner arising, how to have the mistake partner for recovery.Coordinating partners of the limited liability and the protection of creditors, it should establish reasonable sinking sequence; perfect for practicing risk fund and occupation insurance system; establish of capital maintenance of partnership enterprise. To solve the problem of creditor’s rights that can not be achieved, and make the system play its due role, to better protect the interests of creditors.