1. Do limited partnerships need to be filed?
If a private equity fund is established in the form of limited partnership, it needs to be filed with the fund industry association; If it is a newly established enterprise, it needs to be registered with the local market supervision bureau (industry and commerce)
Two. Provisions on the establishment of limited partnership enterprises
The establishment of a limited partnership enterprise shall meet the following conditions:
(1) A limited partnership enterprise shall be established by two or more and fifty or less partners, unless otherwise provided by law;
(2) A limited partnership enterprise shall have at least one general partner;
(3) The words "limited partnership" shall be marked in the name of a limited partnership enterprise;
(4) A limited partner may contribute capital in cash, in kind, intellectual property rights, land use rights or other property rights;
(5) A limited partner may not contribute capital with labor services;
(6) The limited partner shall pay the capital contribution in full and on time according to the partnership agreement; If it fails to pay in full on schedule, it shall bear the obligation to repay the purchase price and bear the liability for breach of contract to other partners;
(7) The registered items of a limited partnership enterprise shall specify the name of the limited partner and the amount of capital subscribed;
(8) In a limited partnership, the general partner carries out the partnership affairs. The executive partner may require that the executive partner's remuneration and remuneration extraction method be determined in the partnership agreement;
(9) A limited partner shall not represent the limited partnership enterprise externally without performing partnership affairs.
3. In what way does the limited partner contribute?
1. A limited partner may contribute capital in cash, in kind, intellectual property rights, land use rights or other property rights.
2. A limited partner may not contribute capital with labor services.
3. The limited partner shall pay the capital contribution in full and on time in accordance with the partnership agreement; If it fails to pay in full and on time, it shall bear the obligation to repay the money and bear the liability for breach of contract to other partners.
4. The registered items of a limited partnership enterprise shall specify the name of the limited partner and the subscribed capital contribution.
Main obligations:
If a third party has reason to believe that a limited partner is a general partner and makes a transaction with him, the limited partner shall bear the same responsibilities as the general partner for the transaction.
Where a limited partner deals with others in the name of a limited partnership without authorization, causing losses to the limited partnership or other partners, the limited partner shall be liable for compensation. The newly-admitted limited partner shall be liable for the debts of the limited partnership before joining the company to the extent of the capital contribution subscribed by him.
The above is about how to pay taxes on the transfer of shares by limited partners. If an enterprise wants to put on record, it must put on record according to the filing process.