What does a limited partnership mean? What does it mean to be a limited partner

<> limited partners may make capital contributions in money, in kind, intellectual property rights, land use rights or other property rights, and may not contribute capital to the partnership with labor services; Limited partners shall pay their capital contributions in full and on time, otherwise they need to make up their capital contributions and bear liability for breach of contract to other partners. Limited partners do not perform partnership affairs and are not allowed to represent the limited partnership to the outside world.

Change in the nature of limited partners:

If a limited partner is converted into a general partner, it shall be jointly and severally liable for the debts incurred by the limited partnership during its tenure as a limited partner.

If the general partner is converted into a limited partner, he or she shall be jointly and severally liable for the debts incurred by the partnership during the period when he is the general partner.

Occupation of limited partners.

The newly acquired "limited partner" shall be liable for the debts of the limited partnership before the occupation to the extent of its "subscribed capital contribution" (not paid-in).

The newly acquired "general partner" is jointly and severally liable for the debts of the pre-occupation partnership.

Withdrawal of limited partners.

After the limited partner withdraws from the partnership, it shall be liable for the debts of the limited partnership incurred due to the reasons before the withdrawal of the limited partnership, and shall be liable for the "property retrieved" from the limited partnership at the time of withdrawal.

The general partner who withdraws from the partnership shall be jointly and severally liable for the debts of the partnership incurred due to the reasons before the withdrawal.

Definition: A limited partnership is a type of partnership similar to a general partnership, except that a limited partnership can include "limited partners" in addition to "general partners". A limited partnership is different from a limited liability partnership, in which all partners have limited liability.

Features: 1. Capital contribution and debt liability system, that is, at least one general partner and one limited partner participate, and the limited partners are mostly the main providers of funds, but only bear limited liability for debts, while general partners need to bear unlimited liability; The management system, that is, in a limited partnership, only the general partner can participate in the management, limited collegiate or consultation, and has no decision-making power.

2. Profit distribution system, that is, generally stipulated by the articles of association or limited partnership agreement, although the general partner has less capital contribution but should bear more risks so he enjoys a larger proportion of profits, and the limited partnership distributes the profits due to the proportion of capital contribution, and other systems, including the name of the enterprise should contain the word limited partnership, the provisions on the withdrawal of partners, the provisions on change, the dissolution system, etc.

3. Similar to the limited partnership is the anonymous partnership system mentioned above, which refers to a contract in which the parties agree that one party will contribute capital to the other party's business, so as to share its business interests and share its losses.

4. Limited liability partnerships mainly exist in professional partnerships, i.e., law firms, accounting firms, etc. The main difference between a limited partnership and a limited liability partnership is that the general partners of a limited partnership are jointly and severally liable, while all partners of a limited liability partnership enjoy limited liability protection, and the limited partners in the limited partnership are not allowed to participate in the daily operation of the enterprise, while the limited partners can participate in the operation and management of the partnership, but are only responsible for the personal business under their direct control.

What is the difference between a limited partnership and a ****?

There is no limited partnership, only limited partners... A limited partner is a limited partner who obtains the right to limited liability for the debts of the partnership at the cost of not performing the affairs of the partnership.

A limited partnership is a partnership in which the shares subscribed by the partners share the benefits and assume the responsibilities accordingly.

It would be easier to understand by origin, which was originally a nautical transaction, in which one partner transferred goods to another partner for transportation, and as a reward for this voyage with a certain degree of risk, the party (partner) who sailed could get 1 4 profits, and of course at the same time bear unlimited liability externally, and the partner who provided the funds only took the risk to the extent of his capital contribution and shared 3 4 profits. The developed [limited partnership] is a partnership organization composed of at least one general partner and at least one limited partner, the general partner bears unlimited joint and several liability for the debts of the partnership, and the limited partner bears limited liability to the extent of his capital contribution (which is also the biggest feature of a limited partnership).

Legal analysis: Limited partners, i.e., institutional investors and individual investors such as enterprises or financial and insurance institutions participating in the investment, or partners who have been converted into limited partners with the unanimous consent of other partners in accordance with the law, are recognized as persons with no or limited capacity for civil conduct in accordance with the law. Limited partners have limited liability to the company and are not involved in the operation of the company.

Legal basis: Article 61 of the Partnership Enterprise Law.

A limited partnership is established by two to fifty partners; However, unless otherwise provided by law. A limited partnership should have at least one general partner.

Partnership refers to an enterprise established by natural persons, legal persons and other organizations in accordance with the Partnership Enterprise Law and other relevant laws and regulations, and can be divided into general partnership and limited partnership according to the composition of partners, and the founder of the partnership enterprise is the partner. Limited, according to its literal meaning, means that within a certain scope and conditions, limited liability means that the subject bears the responsibility within a certain certain range, and does not need to bear it if it exceeds the scope.

Depending on whether the partners are liable for limited liability or unlimited joint and several liability, partners are divided into limited partners and general partners. According to the relevant laws and regulations, a limited partner is the incorporator who is liable for the debts of the partnership to the extent of its subscribed capital contribution, and because it bears limited liability, the limited partner does not participate in the operation of the enterprise in the limited partnership. China's relevant laws stipulate that wholly state-owned companies, state-owned enterprises, listed companies, public welfare institutions and social organizations can only act as limited partners when participating in the establishment of partnerships.

Legal basis: Article 2 of the Partnership Enterprise Law of the People's Republic of China The term "partnership enterprise" as used in this Law refers to the general partnership and limited partnership established by natural persons, legal persons and other organizations in 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. Article 3 of the Partnership Enterprise Law of the People's Republic of China Wholly state-owned companies, state-owned enterprises, listed companies, public welfare institutions and social organizations shall not become general partners.

What is the difference between a limited partnership and a ****?

Limited partners, i.e., institutional investors and individual investors such as enterprises or financial and insurance institutions participating in the investment, or partners who have been converted into limited partners with the unanimous consent of other partners in accordance with law, are identified as persons with no or limited capacity for civil conduct in accordance with law. These people have only limited liability.

Legal basis: Article 70 of the Partnership Enterprise Law A limited partner may conduct transactions with the limited partnership; However, unless otherwise agreed in the partnership agreement.

Article 71 of the Partnership Enterprise Law A limited partner may operate a business that competes with the limited partnership on its own or in cooperation with others; However, unless otherwise agreed in the partnership agreement.

Article 72 of the Partnership Enterprise Law: A limited partner may pledge his or her share of property in a limited partnership; However, unless otherwise agreed in the partnership agreement.

Article 73 of the Partnership Enterprise Law 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.

Article 74 of the Partnership Enterprise Law If the limited partner's own property is insufficient to pay off its debts unrelated to the partnership, the partner may use the proceeds from the limited partnership to pay off; The creditor may also request the people's court to enforce the partner's share of the property in the limited partnership for repayment in accordance with the law.