Difference Between Limited Partner and General Partner

1. Different responsibilities.

The general partner has unlimited liability for the debts of the partnership.

Limited partners have limited liability to the partnership only with their capital contributions.

2. The transaction object is different.

The general partner shall not conduct transactions with the enterprise, unless otherwise agreed in the partnership agreement or by all partners.

Limited partners may conduct transactions with the enterprise, unless otherwise agreed in the partnership agreement.

3. The restrictions are different.

The general partner shall not engage in business that competes with the partnership on its own or in joint venture with others.

Limited partners may, unless otherwise agreed in the partnership agreement.

4. The benefits are different.

The general partner is responsible for the operation of the partnership and generally has remuneration for business performance.

The limited partners are not responsible for the operation and have no operating remuneration, and only obtain the corresponding operating profits according to the share of capital contribution.

Non-competition provisions: partners shall not operate or cooperate with others to operate a business that competes with the partnership; Limited partners may operate business that competes with the limited partnership on their own or in cooperation with others, unless otherwise agreed in the partnership agreement.

Provisions on related party transactions: Unless otherwise agreed in the partnership agreement or unanimously agreed by all partners, partners shall not conduct transactions with the partnership; Limited partners may enter into transactions with the limited partnership, unless otherwise agreed in the partnership agreement. Pledge provisions:

If a partner pledges his or her share of the property in the partnership, it must be unanimously agreed by the other partners; A limited partner may pledge its share of property in the limited partnership, unless otherwise agreed in the partnership agreement.

Provisions on the transfer of property: Unless otherwise agreed in the partnership agreement, the transfer of all or part of the property share of the partnership by a partner to a person other than the partner shall be subject to the unanimous consent of the other partners; A limited partner may transfer its share of property in the limited partnership to a person other than the partner in accordance with the partnership agreement, provided that the other partners are notified 30 days in advance.

In terms of liability, limited partners are liable to the extent of their subscribed capital contributions; The general partner is jointly and severally liable unlimitedly.

In terms of voting rights, limited partners cannot perform partnership affairs; The general partner can carry out the affairs of the partnership.

In terms of profit distribution, in a limited partnership, the partnership agreement can stipulate that all profits will be distributed to some of the partners.

1.The general partner shall not conduct transactions with the enterprise, unless otherwise agreed in the partnership agreement or by all partners. Limited partners may conduct transactions with the enterprise, unless otherwise agreed in the partnership agreement.

2.The general partner shall not engage in business that competes with the partnership on its own or in joint venture with others. Limited partners may, unless otherwise agreed in the partnership agreement.

3.The partnership agreement of a general partnership shall not stipulate that all profits shall be distributed to some partners; A limited partnership may not distribute all profits to some of its partners, unless otherwise agreed in the partnership agreement.

Legal basis: Partnership Law

Article 2: "Partnership enterprises" as used in this Law refers to general partnerships and limited partnerships established by natural persons, legal persons and other organizations within the territory of China in accordance with this Law.

A general partnership is formed by general partners, who are jointly and severally liable for the debts of the partnership. Where this Law has special provisions on the form of liability of the general partner, follow those provisions.

A limited partnership consists of a general partner and a limited partner, with the general partner jointly and severally liable for the debts of the partnership, and the limited partner liable for the debts of the partnership to the extent of their subscribed capital contributions.

Partnership Act

Article 16 Partners may make capital contributions in money, in kind, intellectual property rights, land use rights or other property rights, and may also use labor services to make capital contributions.

Where a partner makes a capital contribution in kind, intellectual property rights, land use rights or other property rights, and it is necessary to make an appraisal, it may be determined by all partners through consultation, or all partners may entrust a statutory appraisal agency to make an appraisal.

If a partner makes a capital contribution through labor services, the assessment method shall be determined by all partners through consultation and shall be specified in the partnership agreement.

Partnership Act

Article 64 Limited partners may make capital contributions in money, in kind, intellectual property rights, land use rights or other property rights.

Limited partners are not allowed to contribute capital with labor services.

1. The responsibility for corporate debts is different. According to the provisions of the Partnership Enterprise Law, the general partner of a limited partnership shall be jointly and severally liable for the debts of the partnership, and the limited partner shall be liable for the debts of the partnership to the extent of the amount of capital contribution subscribed.

2. It is different from corporate transactions;

3. Different in terms of non-competition;

4. Different in the pledge of property shares;

5. Different in the transfer of property shares;

6. Different in terms of capital contribution. According to the provisions of the Partnership Enterprise Law, the general partner may make capital contributions in money, in kind, intellectual property rights, land use rights or other property rights, and may also use labor services to make capital contributions; Limited partners, on the other hand, are not allowed to contribute capital with labor services.