Is there a provision for a limited partnership system in the Chinese Civil Code?

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.

Limited PartnershipThe enterprise is composed of general partners and limited partners, the general partners are jointly and severally liable for the debts of the partnership, and the limited partners are liable for the debts of the partnership to the extent of their subscribed capital contributions.

Article 48 A partner shall withdraw from the partnership ex officio under any of the following circumstances:

1) The natural person who is a partner dies or is declared dead in accordance with law;

2) personal insolvency;

3) The legal person or other organization that is a partner has had its business license revoked, ordered to close down, revoked, or declared bankrupt in accordance with law;

4) The law or the partnership agreement stipulates that the partner must have the relevant qualifications and loses such qualifications;

5) The entire property share of the partners in the partnership enterprise is enforced by the people's court.

Where a partner is found to be a person with no or limited capacity for civil conduct in accordance with law, he or she may be converted into a limited partner in accordance with law with the unanimous consent of the other partners, and a general partnership may be converted into a limited partner in accordance with lawLimited Partnerships。If the other partners fail to unanimously agree, the partner who has no or limited capacity for civil conduct shall withdraw from the partnership.

The effective date of the withdrawal is the date on which the reason for withdrawal actually occurs.

The trust system can be traced back to ancient Roman society. As a way of entrusting others to manage property based on trust, although the trust system has the advantages of "independent trust property and clear legal relationship", almost all venture capital companies in the world have not chosen the trust system.

The reason why the limited partnership has been able to achieve such rapid development in the venture capital industry in the United States is mainly because the limited partnership itself is not an income tax payer. After all the proceeds of a limited partnership are distributed to each partner, they are then taxed at their own marginal tax rate, avoiding double taxation under the corporate system. Second, a limited partnership can provide a better incentive mechanism for the general partner.

Third, a limited partnership venture capital enterprise can limit the level of enterprise expenses by paying a fixed proportion of management fees to the general partner, which is usually the capital or net asset value.

Partnership] The inadequacy of China's limited partnership system legislation.

The biggest feature of China's venture capital legislation - local legislation promotes ** legislation. Due to the relatively short development time of venture capital in China, industry players (including legislators) have different understandings of it, resulting in a lag in legislation, so there is no high-level legislation in the early stage. The development of venture capital requires institutional innovation, and in order to promote the development of venture capital and capital undertakings, the local government has to carry out local legislation before the first unified legislation.

Eventually, the increase and maturity of local legislation led to unified legislation.

In this process, local venture capital legislation is bound to be restricted by the entire Chinese legal system, and it is difficult to operate in practice. This is exactly what China's limited partnership legislation is facing. However, in a sense, the recognition of the legal status of limited partnerships in local legislation also reflects the affirmation of limited partnerships in the market economy.

It should be recognized that, as a part of the legislation of market entities or civil subjects, the limited partnership system should be regulated by the laws of the National People's Congress or its Standing Committee in accordance with the provisions of the Legislation Law, rather than by local legislation. Although the practice of local legislation breaking through the current legislation and confirming the legal status of limited partnerships is not in line with the spirit of the rule of law and infringes on the legislative authority of the National People's Congress and its Standing Committee, it is really helpless to seek legal survival space for limited partnerships in a certain area under the circumstance that the legislation does not allow or even prohibit limited partnerships. Although legislation should emphasize the confirmation function of the law, it should also pay attention to the function and advancement of the law.

The failure to fully consider the adaptability of the law and the omission of the limited partnership system are the biggest shortcomings of the current Partnership Enterprise Law.

It can be said that the premature death of Beijing Tianlv Venture Capital Center is due to the lack of a unified national limited partnership legislation and supporting legislation. In contrast, SAIF Growth** (Tianjin) venture capital company should be the lucky one, but as a lone wanderer in the field of venture capital, it is also struggling. From the approval of the Ministry of Commerce to the business license, each competent department is the first time to process the application of this type of enterprise, and it took more than half a year to finally take more than half a year.

According to the existing relevant venture capital regulations, the limited partnership system can only be used in the form of "unincorporated Sino-foreign cooperative enterprises", in other words, domestic venture capital cannot directly adopt the "unincorporated system" to realize the design of the limited partnership system.

In order to encourage investors' enthusiasm for investment and give full play to the advantages of the limited partnership system, we need to revise the current "Partnership Enterprise Law" and supporting legislation on the basis of boldly drawing on international practices and experience, and transplant foreign limited partnership systems as soon as possible. Only in this way can venture capital enterprises promote the rapid development of China's economy with the help of limited partnerships.

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1. Some places in China have carried out effective practice in the local legislation of Beijing, Shenzhen, Zhejiang, Zhuhai and other places in China, which has already provided for the system of limited partnership, which undoubtedly has a positive role in promoting the establishment of limited partnerships, and the pros and cons of these local laws and regulations in the implementation have become valuable assets of national limited partnership legislation. In addition, the Provisions on the Administration of Foreign-Invested Venture Capital Enterprises, which came into effect on March 1, 2003, stipulate that an unincorporated organization may be adopted, and according to Article 4 of its provisions, we can see that the limited partnership system has begun to be recognized in China. The influx of a large number of foreign limited partnership venture capital also provides a good example for China's limited partnership venture capital.

However, since it only targets foreign-invested venture capital institutions, there is still no corresponding provision on the establishment of limited partnership venture capital institutions by domestic investors.

2. In China's economic life, the limited partnership system has sprouted, and in the practice of enterprise reform in China, there has also been the germ of limited partnership. In the vast rural areas of our country, where fund-raising is prevalent in the enterprises in which the peasants take shares in the village-run (township-run) enterprises, but do not participate in the management of the enterprises, the enterprises are still operated by the managers selected by the villages and townships, and when they make profits, the peasants will share their dividends according to the proportion of their investments, and when they lose money, the peasants will only bear the responsibility for their investments. Investors of an unincorporated venture capital enterprise may also stipulate in the venture capital enterprise contract that if the assets of the unincorporated venture capital enterprise are insufficient to pay off the debt, some investors shall be liable to the extent of their approved capital contributions.

14 In practice, the joint venture between a scientific research institution and a manufacturer is similar to a limited partnership, in which the scientific research institution contributes with the scientific research results and technology, and the manufacturer is responsible for production and operation in its own name, and the two parties share the operating profits. In order to give full play to their own expertise and maintain their scientific research strength, scientific research institutions are generally reluctant to participate in production and business activities that they are not familiar with, and only hope to be responsible for the technology they provide, and if the business fails, they will only lose the funds spent on the development of this technology, and do not bear other responsibilities. The manufacturer, on the other hand, is responsible for the operation and has unlimited liability for the repayment of the partnership debts with all its property.

3. Statistics from the People's Bank of China show that at the end of May 2002, the balance of China's residents' savings exceeded 8 trillion yuan for the first time; In 2003, the balance of China's residents' savings deposits exceeded 11 trillion yuan; In 2004, it exceeded 12 trillion yuan. These large sums of idle funds are the largest capital injections that make a limited partnership a limited partner. It can be seen that people are still keen to deposit despite the continuous reduction of deposit rates.

This shows that, on the one hand, with the development of China's economy, residents' income has increased substantially, and social idle funds are increasing day by day; On the other hand, we briefly observe the lack of an effective investment mechanism. While supporting the rapid development of the economy, high savings have restricted consumption to a certain extent and increased the risk of banks. At present, the market in China is not fully developed, and the financing channels are too narrow, so it is urgent to effectively gather funds.

Therefore, the limited partnership should be given a place in legislation.

In our country, partnerships are divided into individual partnerships, corporate partnerships, and partnerships. According to Articles 30 to 35 of the General Principles of the Civil Law, an individual partnership refers to two citizens who are above the level of the civil law, in accordance with the agreement, each of whom provides funds, goods, technology, etc., to operate in partnership and work together, and the partners shall bear the responsibility for paying off the debts of the partnership with their respective properties in accordance with the proportion of cooks or the agreement. A legal person partnership refers to a consortium in which enterprises and enterprises and institutions are jointly operated, jointly funded and jointly operated.

According to Article 52 of the General Principles of the Civil Law, a legal person partnership must be a consortium composed of legal persons, and if the consortium does not meet the auspicious conditions for a legal person, the parties shall bear civil liability with their own or managed property in accordance with the proportion of capital contribution or the agreement. A partnership is a form of enterprise established within the territory of China by natural persons, legal persons and other organizations in accordance with the Partnership Enterprise Law, in which two or more partners enter into a partnership agreement to jointly invest in operations, share profits and losses, and share risks.

1. Because individual partnership and joint balance are themselves a contractual relationship. China's contract law is already very mature, and it is enough to adjust the contract law, and there is no need for the general provisions of the civil law to make further provisions. 2. The laws governing partnership enterprises are stipulated by the Company Law, the Commercial Law, and the Economic Law.

It has nothing to do with the General Provisions of the Civil Code.

Civil Code of the People's Republic of China

Article 18 and 18.

The period of validity for a lawsuit filed with a people's court for the protection of civil rights is three years. Where the law provides otherwise, follow those provisions.

The limitation period is calculated from the date on which the right holder knows or should know that the right has been damaged and the obligor. Where the law provides otherwise, follow those provisions. However, if more than 20 years have elapsed since the date on which the rights were infringed, the people's courts will not grant protection, and where there are special circumstances, the people's courts may decide to extend the rights holder on the basis of the right holder's application.

Legal Analysis: A partnership is different from a corporation, a limited partnership is a special form relative to a partnership, and the limited partners must also bear certain responsibilities for the debts of the partnership. A limited partnership is a type of partnership, which does not have the status of a legal person and still bears unlimited joint and several liability as a whole.

The legal basis is the Company Law of the People's Republic of China

Article 60 The articles of association of a one-person limited liability company shall be formulated by the shareholders.

Article 61 A one-person limited liability company shall not have a shareholders' meeting. When a shareholder makes the decision listed in the first paragraph of Article 37 of this Law, it shall be in written form and signed by the shareholder and placed in the company.