On The Protection Of The Interests Of The Limited Partner Of Private Fund

Limited partnership private fund is widely used in risk investment fund for its institutional advantages. USA risk investment mainly adopts limited partnership. After the “limited partnership enterprise law” revised in 2006,limited partnership is also used in China’s private fund. DUE to defects in various aspects, our limited partnership private fund appeared some problems which infringing the interests of the limited partner. Problems such as self financing investment, exaggerate the background of the fund-sponsors, no record information and so on. The context makes a study of the protection of the interests of the limited partner of private fund. Hope to put forward recommendations to perfect the protection system of the limited partner of private fund.There are four sections in this context.The first part, discuss the problems of the limited partnership and the problems which appeared in the practice. These problems reveal that limited partner need protection.The second part, illustrate the problems which infringing the interests of the limited partner with 4 cases. Then discuss the causes of the problems.The third part, introduce the provisions of American uniform Limited Partnership Act which protect limited partner. The act gives limited partner rights to protect themselves by “safe harbor” rule. In addition, protect limited partner by derivative action, the responsibility to provide true information of the general partner.The fourth part, put forward recommendations to perfect the protection system of the limited partner of private fund. Firstly, use “safe harbor” rule and partnership agreement to give limited partner a bigger space to protect themselves. Secondly, perfect the derivative action of the limited partner. Finally, regulate the responsibility of the general partner to provide true information and burden proof in the litigation.