Allocation of powers and responsibilities of the limited partnership model:general partner is responsible for the operation and management of a limitedpartnership, unlimited joint liability for the debts of the enterprise. Limited partner isresponsible for funding to undertake limited liability within limit for their capitalcontribution. The limited partners can participate in the management of enterprisesand the resulting limited scope of the problem is the most core governancemechanisms content. However, the limited partnership’s mandate allocationmechanism in our local limited partnership process in the practical application of anumber of problems, the concentrated expression: limited partner intervene businessmanagement, general partner becomes puppet gradually. In order to promote thedevelopment of economy, and promote the development of limited partnership,limited partnership for the distribution of powers and responsibilities are waiting forus to answer two questions: First, Why is the alienation problem; Second, accordingto China local circumstances, What system we meet. Based on Commenda, Franceand Germany and the United States Limited partnership system, analysis and comparewith limited partners game behavior analysis, exposition rationality and feasibility oflimited partners to participate in the partnership affairs. Then, the paper traces thedevelopment of the history of limited partnership system and analysis the plight oflimited partnership system. And, from a legal defect, law and economics perspective,social traditions and cultural perspective and talent shortage, analyzes the distributionplight. Finally, makes some legal proposals on the establishment of Chineseinstitution on limited partnership. |