Legal liability of the general partnership, legal liability of the partnership

The Partnership Enterprise Law stipulates that in a special general partnership, if one or more partners intentionally or grossly negligently cause debts to the partnership enterprise in the course of their professional activities, they shall bear unlimited liability or unlimited joint and several liability, and the other partners shall be liable only to the extent of their share of the property in the partnership. This is different from a general partnership, in a general partnership, even if the partners cause debts to the partnership based on intentional or gross negligence, all partners are still liable for unlimited joint and several liability in terms of external liability, although the other partners can recourse to the partner at fault, while in a special general partnership, when the debts of the partnership are caused by the intentional or gross negligence of individual partners, the other partners who are not at fault do not need to bear external liability. Creditors can only seek recourse against the partner who is at fault.

Of course, if the debts of the partnership are not caused by the partners of a special general partnership due to intentional or gross negligence, in this case, all partners shall bear unlimited joint and several liability, just like the general partnership. In terms of external liability, all partners still bear unlimited joint and several liability, and only the partner who is at fault can be recourse.

When the partners of a special general partnership cause the debts of the partnership due to intentional or gross negligence, they shall first bear the liability for external repayment with the property of the partnership, and if it is insufficient, the partner at fault shall bear unlimited liability or unlimited joint and several liability, and the partner who is not at fault shall no longer be liable. When the property of the partnership assumes external liability, the partner at fault shall be liable for compensation for the losses caused to the partnership in accordance with the provisions of the partnership agreement.

According to the newly amended Partnership Enterprise Law, in addition to the limited partners of a limited partnership, in the case of a general partnership, its partners may also have limited liability under certain special circumstances. Article 55 stipulates that a professional service organization that provides paid services to customers with professional knowledge and specialized skills may be established as a special general partnership.

Legal Analysis: The legal liability of the partnership is as follows:

1. The joint and several liability of the partners arises with the occurrence of the partnership debt and is extinguished with its extinction. The partners are only jointly and severally liable for their partnership debts;

2. The joint and several liability of the partners is an external liability. Within a partnership, the assumption of debts is still determined according to the proportion of the investment or the agreement. Therefore, if a partner incurs a debt in excess of his or her own liabilities, he has the right to recover from the other partners for the amount in excess of his or her own liabilities.

Legal basis: Article 44 of the Partnership Enterprise Law of the People's Republic of China The new partners who join the new partners enjoy the same rights and bear the same responsibilities as the original partners. If there is a separate agreement in the occupation agreement, such agreement shall prevail.

The new partners are jointly and severally liable for the debts of the pre-occupation partnership.

Legal Analysis: Legal Liability of General Partnerships:

1. The partners of the general partnership are all general partners and bear unlimited joint and several liability for the debts of the partnership.

2. The new partners have the same rights and obligations as other partners. The debts of the partnership that existed but have not yet been paid off before its accession shall be jointly and severally liable with the other partners without limits.

Legal basis: Partnership Enterprise Law of the People's Republic of China

Article 43 Unless otherwise agreed in the partnership agreement, the new partners shall be unanimously agreed by all partners, and a written agreement shall be entered into in accordance with the law. When entering into an occupation agreement, the original partner shall truthfully inform the new partner of the operating conditions and financial status of the original partnership.

Article 44 The new partners who join the new partners shall enjoy the same rights and bear the same responsibilities as the original partners. If there is another agreement in the occupation agreement, the agreement shall prevail. The new partners are jointly and severally liable for the debts of the pre-occupation partnership.

The form of legal liability of a partnership involves the following aspects:

Civil Liability. That is, the legal consequences that should be borne by the parties for violating the partnership agreement or engaging in other civil violations, and the basic requirement of civil liability stipulated in the Partnership Enterprise Law is that the partnership or other partners shall be responsible for compensating for the losses caused by the illegal acts, and eliminating the harms.

Administrative Responsibility. That is, the legal consequences that should be borne by the behavior that violates administrative regulations and endangers the order of administrative management. The administrative liability stipulated in the Partnership Enterprise Law includes the legal consequences that the parties should bear for violating the administrative regulations, as well as the legal consequences for the administrative organs and their staff members who violate the laws and regulations and abuse their powers.

Criminal responsibility. That is, if a party engages in an act that damages the interests of the partnership or the interests of the partners, it shall bear the criminal legal consequences, and shall be subject to criminal sanctions.