Whether a limited partnership can have only one limited partner

Because of the Partnership Act.

There are clear provisions on the composition of the members of the partnership: According to Article 61 of the Law: "A limited partnership shall be established by two to fifty partners; However, unless otherwise provided by law.

A limited partnership should have at least one general partner. And according to article 2 of the Act: "...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.

Partnerships in legal liability.

The most prominent feature is that it is also an individual business.

In the same way, there is unlimited joint and several liability with personal assets, and without this "unlimited joint and several liability", it is impossible to become a partnership. For more information, please click on the encyclopedia link below.

A limited partnership should have at least one general partner.

Partnerships are divided into general partnerships.

and limited partnerships. Among them, general partnerships include special general partnerships. A general partnership consists of more than 2 general partners (there is no upper limit), and a limited partnership consists of more than 2 general partners and limited partners of less than 50 people, of which there is at least 1 general partner and limited partner.

A general partnership consists of two or more general partners (there is no upper limit).

In a general partnership, the partners are jointly and severally liable for the debts of the partnership.

In a special general partnership, if one or more partners intentionally or grossly negligently cause the debts of the partnership enterprise in the course of their professional activities, they shall bear unlimited liability.

or unlimited joint and several liability, while the other partners are liable only to the extent of their share of the property in the partnership.

The so-called joint and several liability refers to the joint debts owed by two or more parties to them in accordance with the provisions of the law or the agreement of the parties.

A kind of civil liability that bears all or part of it, and can give rise to its internal debt relationship.

The law stipulates that the conditions for the establishment of a limited partnership include:

1. It is established by two or more partners with less than 50 persons, except as otherwise provided by law;

2. There should be at least one general partner;

3. The words "limited partnership" shall be indicated in the name; Reflux.

4. Currency, physical property, intellectual property rights, and land use rights can be used.

or other property rights as a capital contribution;

5. Limited partners are not allowed to contribute capital by means of labor services.

If there are only limited partners left in the limited partnership, it shall be dissolved; If only the general partner is left in the limited partnership, it shall be converted into a general partnership. The newly acquired limited partners shall be liable for the debts of the limited partnership before the occupation to the extent of their subscribed capital contributions.

The natural person who is a limited partner dies and is declared dead in accordance with the law.

or when a legal person or other organization that is a limited partner is terminated, its successor or successor may obtain the qualification of the limited partner in the limited partnership in accordance with law.

Legal Analysis: Absolutely. There is only one restriction for the partners of the generic bandpass:

Wholly state-owned companies, state-owned enterprises, listed companies, public welfare institutions, and social organizations must not become general partners. There is no restriction on limited partners, **** can be a limited partner or a general partner (subject to the above terms).

Legal basis: Civil Code of the People's Republic of China

Article 967:A partnership contract is an agreement entered into by two or more partners for the purpose of a common undertaking to share benefits and risks.

Article 906 The first 18 partners shall perform the duties of capital contribution in accordance with the agreed method, amount and payment period.

Article 969:A partner's capital contribution, income obtained in accordance with law as a result of partnership affairs, and other property are partnership property.

Before the termination of the partnership contract, the partners may not request the division of the partnership property.

Summary. 1) The limited partner and the general partner exist at the same time. A limited partnership is indispensable to have at least one general partner and at least one limited partner.

If there are only limited partners left in the limited partnership, it shall be dissolved; If there is only a general partner left in the limited partnership, it shall be converted into a general partnership.

2) Dual forms of liability coexist. A limited partnership is formed by a limited partner and a general partner, and the limited partner is liable only to the extent of his capital contribution for the debts of the partnership, while the general partner bears unlimited liability for the debts of the partnership, and the general partners are jointly and severally liable among themselves. The limited partnership combines limited and unlimited liability, and the partners embody the advantages of two types of cooperation: human cooperation and capital cooperation.

3) Limited partners do not participate in the handling of partnership affairs. As consideration for the limited partner's limited liability for the partnership's debts, the limited partner does not have the right to manage the affairs of the partnership. The management of the affairs of a limited partnership shall be exercised by the general partner, and only the general partner shall have the authority to bind the partnership on behalf of all partners.

Limited partners only have the right to inspect and supervise the affairs of the partnership. When a limited partner participates in the operation and management of partnership affairs, he or she shall bear unlimited liability for the debts of the partnership.

Can a general partner of a limited partnership be a limited partner at the same time?

1) The limited partner and the general partner exist at the same time. A limited partnership is indispensable to have at least one general partner and at least one limited partner. If there are only limited partners left in the limited partnership, it shall be dissolved; If there is only a general partner left in the limited partnership, it shall be converted into a Pupu Youtong partnership.

2) Dual forms of liability coexist. A limited partnership is composed of a limited partner and a general partner, and the limited partner is only liable for the debts of the partnership organization to the extent of his capital contribution, while the general partner bears unlimited liability for the debts of the partnership, and the general partners bear joint and several liabilities among themselves. The limited partnership combines limited and unlimited liability, and the partners embody the advantages of two types of cooperation: human cooperation and capital cooperation.

3) Limited partners do not participate in the handling of partnership affairs. As consideration for the limited partner's limited liability for the partnership's debts, the limited partner does not have the right to manage the affairs of the partnership. The management of the affairs of a limited partnership shall be exercised by the general partner, and only the general partner shall have the authority to bind the partnership on behalf of all partners.

Limited partners only have the right to inspect and supervise the affairs of the partnership. When a limited partner participates in the operation and management of partnership affairs, he or she shall bear unlimited liability for the debts of the partnership.

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According to the third paragraph of Article 2 of the Partnership Enterprise Law, a limited partnership is composed of a general partner and a limited partner, and the general partner shall be jointly and severally liable for the debts of the partnership enterprise, and the limited partners shall be liable for the debts of the partnership enterprise to the extent of their subscribed capital contributions.

It is important to note here that a "limited partnership" is a "business" and not a "company".

A limited partnership is established by two to fifty partners, of which at least one general partner should be. Limited partners are not allowed to make capital contributions with labor services, and general partners can make capital contributions at the price of labor services, and the general partners of a limited partnership shall perform partnership affairs. If there are only limited partners left in the limited partnership enterprise, it shall be dissolved; If there are only general partners left in the limited partnership, it shall be converted into a general partnership.

Absolutely. There is only one restriction on the annihilation of ordinary partnerships: wholly state-owned companies, state-owned enterprises, listed companies, public welfare institutions, and social organizations are not allowed to become general partners.

There is no restriction on limited partners, **** can be a limited partner or a general partner (subject to the above terms).

A partnership refers to a for-profit organization in which each partner enters into a partnership agreement, jointly contributes capital, operates together, shares benefits, shares risks, and bears unlimited joint and several liability for corporate debts. It also refers to the organizational form of an enterprise established in China by natural persons, legal persons and other groups in accordance with the Partnership Enterprise Law of the People's Republic of China, where two or more natural persons jointly invest in the operation, share profits and losses, and share risks through the conclusion of a partnership agreement. Partnerships are divided into:

General Partnerships and Limited Partnerships. Among them, general partnerships include special general partnerships.