Research on Legal Issues in the Limited Liability Partnership
|School||Central China Normal University|
|Course||Civil and Commercial Law|
|Keywords||Limited Liability Partnership property Information disclosure Alternative Compensation Resources|
Limited liability partnership system originated in Britain and the United Nations, and in countries such as Britain and the United States has entered a relatively mature stage. The 《Limited Liability Partnership Act)) was promulgated on June1,2007, for a lot of the old partnership law be amended and added many new system, especially the new enterprise form, special ordinary partnership. In Anglo-American countries, it is called a limited liability partnership. Fundamentally they are the same and similar. Limited liability partnership established system in China and the development trend of the times demand, but there are many defect and not delicate place.In a limited partnership, when a partner provide professional services to a relative people who, because of their own fault lead to the damage to the property rights of creditors caused the debt of the partnership, the other partner for this debt only in its partnership the amount of property liable. This provision reduces the innocent partner’s responsibility to make partners more equitable distribution of responsibilities, but in external rapport, the problems posed by the secured creditor’s claim to achieve greatly weakened. It was decremented the benefit of creditors and it is not conducive to the establishment of harmonious social relationsBy the analysis of the above-mentioned, it is imperative to protect the creditor in limited liability partnerships.Therefore, This article based on the analysis of common law legal system and found that the protection of limited liability partnership in terms of defect creditor, Anglo-American countries learn better systems and measures in creditor protection, combined with China’s reality, further investigate how to better protect the benefits of creditors, to correct the imbalance between the limited liability partnership and the creditors,to make some reference to the method in terms of maintaining the capital, such as the disclosure of information suggested that the interests of all parties can be met, the principle of fairness and justice is more prominent, a limited liability partnership system is more perfect, China’s economic development is more sustainable and harmonious, and thus faster and better realization of China’s Chinese dream.The first part is the introduction. Pointed out the origin and the meaning of the writing, the research status both domestic and foreign, this article writing content and method.The second part is the limited liability in a limited partnership. Mainly discussed several academic debate issues:first, the object of a limited liability protection is infringement of the debt or default on the debt? The second is a limited liability partnership in intentional fault criteria and major issues. Third, assume their partner’s direct supervision or control of the way the liability issue. By discussing these three aspects, we can solve the major problem of Limited scope.To the first question, the author tends to only as the tort liability. Because of the uneven development of professional services in China, the management is not standard. If the requirement was too broad, is not conducive to mutual supervision between the partners, are likely to cause occupation imprudent. To the second question, Standards for intentional misconduct or gross negligence, should adopt comprehensive standard combine subjective and objective. For the third question, the rules of the American states is differ, There is no clear legal provisions in China, but according to the unity of the power and responsibility, should be on it.The third part is to define and maintain a limited liability partnership property. By regulate the property of a limited liability partnership, its definition and maintained in order to safeguard the interests of creditors. Firstly, the property of the partnership should be independent. Secondly, partner at capital contribution shall be a minimum value, for both labor and capital contribution of non-monetary to certain constraints. On capital mainly in operating stage and bankruptcy liquidation to maintain the two stages, we can learn many advanced systems of Western countries, such as restrictions on the distribution system, unveiled the system and so on.The fourth part is the information publicity system in a limited liability partnership. By analyzing this system currently existing problems, propose solutions and improve the program. For financial information can be registered, and those associated with significant information for publicity, because merchant information relative who is not completely open, it will harm the public if all commercial subject to privacy.The fifth part is a limited liability partnership alternative voluntary compensation. This part is mainly about the professional risk fund and professional liability insurance system, by analyzing the present situation of the system development in our country, found that the extraction methods and consequences of fund in our country did not make specific provision, the application in practice is also very lack of standardized. And by analyzing the relevant national legislation of the Anglo-American system, understand the laws of these countries on the extraction ratio of the fund, the manner and the consequences are prescribed more perfect, so our country can draw lessons from and study to perfect our country law, better protect the interests of creditors.