Expansion And Improvement Of The Limited Partnership’s Limited Liability System

The limited partnership originates from the famous Commenda Contract in medieval Europe. It is first admitted and protected by French commercial law, and the limited partnership of the United States is a combination of general partners who bear unlimited joint and several liability and limited partners who bear limited liability. In2006, the newly amended version of The partnership enterprise law of the People’s Republic of China had passed,which means that the limited partnership regime in China has formally established.The biggest characteristic of the limited partnership regime is the limited partners’pattern of bear responsibilities and the protecthion towards creditor under the conditon of the separation of management right and ownership of a limited partnership enterprise. This regime is a double-edged sword,on the one hand, it encourages wealthy people to expand investment to promote the development of market economy;On the other hand, if there is no perfect laws and regulations, it may have a direct impact on the protection of the creditor’s interests.Based on our current legislation, this thesis will first discuss the legal status and pattern of bear responsibilities of limited partnership regime, then focus on the issue of the protecthion towards creditor and make comparisons with such legislations in United States, and think about the problems existing in the current legislation of our country and the future development trend of this regime, at last the author will propose some humble opinions to perfect this regime. The full theis is divided into introduction, text and epilogue three parts. Among them the body part is divided into five chapters.The first chapter is a overview about the concept, function and advantages of limited partnership regime.The second part focuses on the pattern of bear responsibilities of limited partnership regime.The third part mainly analyzes problem of creditor’ benefit protection. The forth chapter is comparision between Chinese and United States’s limited partnership regime, then find out China’s backwards and deficient in limited partnership regimeThe final part is the author’s suggestion on how to improve China’s limited partnership regime...