Research On The Problem The Special General Partnership Law

Special general partnership system is a Western exotic, which in Western countries is called limited liability partnership system, in order to avoid confusion of the limited liability partnership and limited partnership concept occurs in the general partnership enterprise law applicable legislation in the legislation "special general the concept of partnership "the special general partner of the limited liability system originated in the United States and Europe, the first is the United States of Texas, to face the backdrop of savings and credit crisis, a number of law firms and accounting firms in the face of the general partner The drawbacks, continue to be for change, Texas State Legislature passed legislation in the form limited liability partnership system, then this system has been in other states as well as Europe and the United States and around the world learn from perfect, the system spread limited liability partnership Come.Partnership Enterprise Law of the introduction of this system in 2007, but the legislation was now appears that there are relatively backward and imperfections, this paper analyzes the special general partner of the limited liability regime problems: limited liability plan given the scope is unclear; limited liability applies to narrow body; creditor protection mechanism is not perfect. To solve these problems, we propose: First, the scope of the limited liability shall include the infringement of the debt and the debt default, the other partner or employee under the direct supervision of a partner should bear unlimited joint and several liability, to make clear to the direct judicial supervision explain, for intent or gross negligence standard should include a clear manner, with clear delineation of the scope of limited liability. Secondly, apply subject to limited liability should apply to all people, not just limited to professionals. Finally, there is insufficient legislation to limit the scope of responsibility of expansion and of practicing risk fund and professional liability insurance system, the author proposes the state should improve the protection of creditors, and improve the practice risk fund system and professional liability insurance.