The Study Of The Protection Of Creditor In Limited Partnership

<Civil Law> provisions in the second chapter of citizensin a personal partnership.It marked Chinese Legal System Partner the formal establishment.With the<PRC Partnership Enterprise Law> was promulgated,in the form of another major development partner of the limited partnership as a legal.Due to the special nature of a limited partnership in the capital, liability and tax advantages of hybrid.It is a flexible form that is widely used in various high-tech industry and venture financing industry being.As the study limited partnership legal system more concentrated in its limited mixed liability with unlimited liability system, or a limited partnership system construction.But more of them ignore the protection of creditors in the limited partnership system. And its creditors of a limited partnership is an important enterprises to participate in person, the interests of their claims should be more fully protected. This paper will discuss the following points for the limited partnership creditor protection systematic exposition:The first part is about the analysis of the Necessity limited partnership creditor protection. Limited partnership in the form of organization, corporate governance, taxation aspects are of great advantage, which is to ensure the vitality of the limited partnership system an important factor, but also sufficient incentive to enter the market capitalization of the main reason for the high-tech industry and venture capital industries. But it is precisely because of the limited partnership, and so the system characteristics, the distribution is equivalent to the transfer of risk from the limited partners to the general partner and its partners on the corporate creditors. From the perspective of a balanced partnership with its creditors risks and benefits of starting the necessity of limited partnership creditor protection for a full discussion and analysis.The secand part is that analysis of defects and problems of a limited partnership. Since the introduction of the limited partnership system is relatively late, so there are still some negative impact on the economic development environment. Exactly about the capital, limited liability system, profit distribution, prohibition of business strife, and withdraw from the partnership and dissolution.The third part is suggestions to improve on the limited partnership creditor protection. For the above defects to the relevant legal issues, and advanced foreign limited partnership creditor protection system of the sort, for the above problems in this part of the research carried out. The following research is:firstly, to improve the limited partnership funded system. Second, the boundaries of a limited liability regime for the implementation of the partnership affairs is explained, managing Partner of unauthorized transactions increased responsibilities and improve the terms of the "safe harbor" rule. Third, improve the limited partnership profit distribution system. Fourth, the right partner and the right to dissent when creditors were to protect the identity transformation. Fifth, the system is too lenient noncompete restrictions appropriate conditions, to protect the exercise of creditor claims not encounter malicious evasion. Sixth, withdraws from the dissolution of the legal system to sort out unclear provisions and instructions.