Legal Research On Limited Partnership Venture Capital Funds

Venture capital fund is a achievement in the development of venture capital institutions. It will be dispersed by non-public idle funds to raise up a specific investor, in the form of equity capital for a new and high technical ability, high growth potential of the unlisted enterprises to provide financial support and professional management services, in order to collect the invested enterprise development mature through public listing, enterprise mergers and acquisitions, equity buy-back way out of the high value-added capital gains. Limited partnership venture capital funds, as one of the venture capital fund organization form, on the basis of the two rights separation of efficient operation mode, the equity of incentive and constraint system arrangement and avoiding double tax penetrate advantage have become the international organization of choice for venture capital fund. But the development of venture investment fund limited partnership in China yet has not mature still faced with a variety of practice and legislative level problems.On practice level, limited partners and general partners' functions are blurred, and there is a phenomenon of alienation that limited partners excessively interfere or directly control of fund investment decision-making. Incomplete in domestic credit mechanism construction under the background of lack of trust between limited partners and general partners and limited partners invest idea obsolete and general partners own development not mature is a major cause which leads to this phenomenon. On the legislative level, our country about limited partnership venture capital fund has trouble in legislation and policy guidance. Firstly, limited partners' access is confused and lack of a general partner qualification. Secondly, in the partnership law, it is harsh that the number of limited partnership and moderate is harsh to participate in the provisions of the partnership affairs, and the responsibility for limited partners in the partnership beyond recognized standard single unlimited liability and general partners' implementation which does not reach the designated position. Thirdly, it is a limited partnership venture capital funds which are still facing limited fund raising object, chaos and exit channel not have free tax regulations.To highlight professional management as the core advantage of limited partnership of venture capital fund system, we should give full try to the risk investment funds boost domestic high-tech business enterprise development the important role, this article mainly from the following four aspects to put forward the perfect local venture capital fund of limitedpartnership path. The first is to broaden the limit. Gradually reduce the commercial Banks, and regional institutional investors such as social security funds into the threshold of the venture capital industry, moderately increase the upper limit of the number of limited partners. The second is to optimize the responsibilities distribution partners. To improve the partnership enterprise law as the core of the relevant legislative provisions, we should try to the legislation balance limited partners and general partners the important function of the distribution of power and responsibility. The third is to clarify the relevant tax rules. Clear limited partnership venture capital funds can be equally eligible venture capital enterprises tax breaks. The fourth is to exit channels. Reduce trading threshold, the construction of a unified national property rights trading market, promote the construction of multi-level capital market, to create a good exit environment for limited partnership venture capital fund.