Which option is wrong in the following statements about a limited partnership

The following statements about limited partnerships are false: ().

a.A limited partnership should have at least one general partner.

b.Limited partners may perform partnership affairs, but may not represent the limited partnership externally.

c.Limited partners may transact with the limited partnership.

d.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.

Answer: c

Analysis: A limited partnership is composed of a general partner and a limited partner, the general partner bears unlimited joint and several liability for the debts of the partnership, and the limited partner is liable for the debts of the partnership to the extent of the amount of capital contribution subscribed.

A limited partner acquires the right to limited liability for the debts of the partnership at the cost of not performing the affairs of the partnership. Therefore, in a limited partnership, the rights of limited partners are subject to certain restrictions, and the amended Partnership Enterprise Law stipulates that limited partners shall not contribute capital to the partnership with labor services; Limited partners do not perform partnership affairs and are not allowed to represent the limited partnership to the outside world.

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

So choose C

You'll have to give you options.

Answer]: a, b, d

A limited partnership is made up of a general partner, a blouse, and a limited partner. The general partner shall be jointly and severally liable for the debts of the enterprise, and the limited partners shall be liable for the debts of the enterprise.

Answer]: Unless otherwise provided by law, the number of partners in a limited partnership shall not be less than 2 and shall not exceed 50. Therefore, the formulation of option A was wrong; The following acts of a limited partner shall not be regarded as the execution of partnership affairs:

Participate in the decision on the entry and withdrawal of general partners; Advise on the operation and management of the enterprise; Shen Chun did not cooperate with the accounting firm that chose to undertake the audit business of the limited partnership; Obtain audited financial accounting reports of limited partnerships; For situations involving their own interests, check the financial accounting books and other financial information of the limited partnership; When the interests in the limited partnership are infringed, claim rights or file a lawsuit against the responsible partner; When the executive partner is negligent in exercising his rights, he urges him to exercise his rights or files a lawsuit in his own name for the benefit of the enterprise; Provide guarantee for the enterprise in accordance with the law. Therefore, the formulation of option B was wrong; 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. Therefore, the formulation of option D was wrong.

Answer] :d option D is false: The investor of the partnership type ** is a limited partner (item A is correct), and the income is mainly divided into two categories:

Dividends, dividends and income from the transfer of shares (item b is correct). According to the current relevant regulations, if the limited partner is a natural person, the two types of income shall be subject to the excess progressive tax rate of 5% and 35% according to the investor's personal "production and business income", and the individual income tax shall be calculated and paid (item c is correct); If the limited partner is a company, both types of income are regarded as taxable income of enterprise income tax, and the enterprise income tax is calculated and paid (item D is wrong).

Answer]: c, d

According to the regulations, wholly state-owned companies, state-owned enterprises, listed companies, public welfare institutions and social organizations are not allowed to become general partners. Therefore, the limited liability company can become a partner of the general partnership and the draft enterprise, option C is wrong; The unlimited liability of the general partner means that the partners are liable for the debts of the partnership with all their own property, not only the property invested in the partnership, but also other personal property, option D is wrong.

Answer]: B, C

The Partnership Enterprise Law stipulates that a limited partnership shall have at least one general partnership in Changchang; 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.

Answer]: a, c, d

According to Article 1 of the Partnership Enterprise Law of the People's Republic of China, a limited partner may pledge its share of property in a limited partnership; However, unless otherwise agreed in the partnership agreement. A limited partner may, in accordance with the provisions of the partnership agreement, transfer its share of property in the partnership enterprise to a person other than the partner, provided that the other partners are notified 30 days in advance. 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 confiscated property in the limited partnership for repayment in accordance with the law.

When a people's court enforces a limited partner's share of property, it shall notify all partners. Under the same conditions, the other partners have the right of first refusal to purchase the hands.

Article 2 of the Partnership Enterprise Law, the term "partnership enterprise" 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. The general partnership is composed of general partners, and the partnership is jointly and severally liable for the debts of the partnership. If there are special provisions in this Law on the form of liability of the general partner, such provisions shall prevail.