The Research On Limited Liability Of Limitied Partners

The partnership is an important organizational form of enterprise,and the limitedliability of partners is an important system of modern partnership. With learning from"the Uniform Limited legal" of America,Partnership Enterprise Law was promulgatedin2006, and introduced a limited partnership system what concern with the theory andapplication of law, is worthy of study. This paper focuses on the limited liability ofpartnership.This article mainly discussed from the three parts on limited liability system oflimited partner. The first part, compared limited liability of partnership with limitedliability of company, we found that three same aspects: firstly, two have the sameresponsibility logical basis for limited liability; secondly, there is the same basicpattern of the organizational structure of internal relations; thirdly they have thesimilar understanding of the legal connotation of equity relationships. The differencesare reflected in three aspects: the first limited liability of company is the statutoryduty, limited liability of partnership is the contractual obligations; the second thecontract foundationdifferent is difference; the third the system of exception applies oflimited liability is difference. The second part, describes the legal structure of thelimited liability of limited partnership in China, by comparison with theAnglo-American limited liability of limited partnership, discusses the majorshortcomings of limited liability of limited partnership system, make a fewsuggestions for the improvement of the limited liability of limited partnership incapital system, responsibility conversion of form and subject and fiduciary duties..The third part deals with the exception appliance of limited liability of partner, whichis the highlight of this article, and the weak points in this system, this articlediscussed from the necessity of the the exception appliance of limited liability ofpartner,the applicable conditions and a better regulations, and puts forward theexpansion of the case of exception appliance of limited liability of partner, whendidn’t happen the abuse of limited liability what can we do, improve the safe harborprovisions of Regulation suggestions, the view is relatively new.In general, especially the system of limited liability of partners, for the civil lawscholars in partnership system research, it is a great process on partnership system,and for the risk investment fields, this is without a doubt a good job for the investors. From the legal perspectives reseach the limited partnership system, It security thelegitimate interests of investors and principal transactions, it has a very importantsignificance to market economy to the stable, prosperous development.