On Legal Issues Of Limited Partnership Family Farm

The agriculture of China is in a significant transformation period. The house hold based rural land contract system of which the features are high labor intense, low benefit and high risk has become hardly to meet the need of development of the economic and social in countryside. Family farm is the new organization form of agriculture of which production mode are intensive, moderate-scale and commercial and is widely promoted in the countryside. In the development of family farm, the limited partnership is proper legal subject for family farm because of its personality and flexibility. On this thesis, we try to study systematically on the related legal issues of the limited partnership family farm and offer the proper suggestions for the limited partnership family farm by defining the legal nature of the limited partnership family farm, analyzing the fitness of the limited partnership family farm and study on the legal problems in the process of establishing this kind of family farm and this kind of family farm operation.This thesis is divided into five parts as followed:The first part of the concept on the limited partnership family farm defined. The limited partnership family farm is the family farm incorporated in the form of the limited partnership. The general partners in this kind of family farm are peasant families who shall assume unlimited liability to the extent of their own property. The limited partners are the natural person, the juridical person or unincorporated association except the peasant families, who shall assume the limited liability to the extent of their investment; the limited partnership family farm is the specialized limited partnership of which the features are establishing on the basis of the partnership agreement, diversity of members and convertibility of identity, differences of liability, personality and flexibility and so on.The second part of the fitness the limited partnership had for the family farm in China. This part mainly discussed the suitability of the limited partnership rather than the other legal subjects in three respects. First advantage is in the financing that due to the people combination and capital combination natures of the limited partnership, the family farm could quickly get the money. Secondly by analyzing the situation of our rural productivity and combining with the features of the limited partnership, we found that the limited partnership meet the need of our rural productivity rather than the other subjects. Finally, because of the convenience, good operability and safety of benefits the limited partnership has, this subject is more acceptable for peasants.The third part of setting up the limited partnership family farm. The general conditions of setting up the limited partnership family farm are:the number of partners shall between two to fifty and there at least one is general partner with entire civil capacity; the written form of partnership agreement is needed; the partners has subscription or with actual financial contribution; the partnership firm has its own name and operation place. The special conditions of setting up the limited partnership family farm are:the general partners should be certificated peasant families; the limited partners shall invested accord to partnership agreement. The procedures of setting up the limited partnership family farm are:application for establishment; approved by the department of agriculture administration; once approved, the family farm shall register with the concerned department of the State Administration for Industry and Commerce, and start operation after receiving its business license. The limited partnership’s property is owned by the partners of the family farm. The shares transfer of the general partners is restricted strictly. All the partners should know the limited partners’shares transfer in advance and the shares transfer must be approved by the partners. The conditions and procedures of setting up the limited partnership family farm.The fourth part of execution of the limited partnership family farm. Deciding the general partners, the limited partners or the others become of executive officer that who should execute the operation of the family farm by partnership agreement or approval of all the partners; transaction scope is decided by the authorization of all the partners and the behavior of executive officer within the scope of the transaction shall be valid for the family farm; the partners not as executive officers of the partnership transactions shall enjoy the right of performing inspection, report examination, books to review, the right to dissent, entrust the cancellation right; the limited partners could realize litigation rights by negotiation or filing a lawsuit.The fifth part of admission, withdraw of partners and liquidation in the limited partnership family farm. The new partners according with conditions are approved by all the partners can join the family farm and the new general partners shall be the peasant families authorized by the department of agriculture administration; the withdraw of partners in the limited partnership includes voluntary withdraw from the partnership, certainly of withdraw, expulsion; the limited partnership family farm according to the provisions of the law and the provisions of the partnership agreement shall be terminated; the plan made by the liquidator shall be approved by all the partners then be executed.