Legal subjectivity: 1. Rights of general partners (1) Operational control rights.

The general partner has full management and control rights over the fund affairs and has the right to sign external legal documents on behalf of the partnership fund and plays a core role in the limited partnership.

Pursuant to Section 405 of the U.S. Limited Partnership Act, a partnership agreement may confer upon all or designated general partners co-located with any class of limited partners, individually or otherwise, on specified matters.

Exercise the right to vote.

(2) Receive annual management fees.

General partners usually receive a management fee of 1.5% to 3% of the total partnership funds they manage. This management fee is mainly used for the general partners’ daily expenses for managing the funds, such as rent, office fees, communication fees, etc.

(3) The right to receive profit sharing from fund investment.

The agreement usually stipulates that the general partner invests about 1% of the total capital of the fund, but enjoys about 20% of the fund's investment income.

Of course, as mentioned above, the share base is usually the balance after deducting the principal and interest costs, and sometimes even the base income, and the income is calculated based on the combination of all the fund's investment projects.

2. Obligations of general partners (1) Capital contribution obligations.

The general partner usually needs to provide 1% of the total capital of the fund. Although this 1% ratio is relatively small, because the total capital of the fund is very huge, it is not a small amount for the general partner personally. It requires ordinary partners.

The purpose of partners' capital contribution is to enable them to share risks with limited partners and to prevent them from taking excessive risks.

(2) Be jointly and severally liable for the debts of the partnership.

The general partner is responsible for the operation and control of fund affairs. In order to protect the interests of creditors who have dealings with the fund, the law stipulates that the general partner shall bear joint and several liability for the debts of the partnership fund.

The assumption of joint liability constitutes a strong constraint on the general partners, enabling them to truly fulfill their fiduciary obligations and responsibilities for the operation of the partnership fund, and restricts the general partners from borrowing large amounts of external debt in the name of the fund.

(3) Information disclosure obligations.

The general partner must regularly provide financial statements of the fund to limited partners, provide reports on the value and annual development of the companies invested by the fund, and invite limited partners to participate in the annual meeting of the fund.

(4) Fiduciary obligations of general partners.

In the common law system, it is a generally accepted principle that company directors and managers owe fiduciary duties to shareholders and controlling shareholders to minority shareholders.

So in a limited partnership venture capital fund, does the general partner as the fund manager have a fiduciary duty? Section 404(A) of the U.S. Uniform Partnership Act stipulates the behavioral standards of partners. Through the provisions of this behavioral standard, the partnership is established.

There is a fiduciary relationship between general partners and limited partners.

General partners have fiduciary duties towards other general partners, limited partners and the partnership.

Fiduciary duties include limited duties of loyalty and duties of care.

According to the principles of trust law, the duty of loyalty requires that the trustee must constrain his or her behavior and shall not use the trust to seek personal gain for himself or put himself in a position where the trustee's duties conflict with his personal interests or the interests of a third party he represents.

As managers of venture capital funds, general partners must not put themselves in a position that conflicts with the interests of fund assets or beneficiaries.

The duty of care mainly includes the absence of gross negligence or reckless behavior as well as intentional misconduct or illegal behavior.

The duty of care cannot be excluded by the partnership agreement, but its standard can be reasonably reduced.

Article 25 of my country’s Trust Law stipulates the trustee’s obligations of loyalty and prudence.

(5) Obligation to comply with the limited partnership agreement.

As mentioned above, in order to restrain the various opportunistic behaviors that the general partner may take, the partnership agreement sets out a number of restrictive clauses on the various opportunistic behaviors that the general partner may take. The general partner must abide by the terms of the agreement and shall not violate them.

Legal objectivity: Article 64 of the Partnership Enterprise Law: Limited partners may use currency, physical objects, intellectual property rights, land use rights or other property rights as valuations to contribute capital.

Limited partners are not allowed to contribute capital through labor services.

Article 65 of the "Partnership Enterprise Law" The limited partners shall pay their capital contributions in full and on time as stipulated in the partnership agreement; if they fail to pay in full and on time, they shall bear the obligation to pay back and bear liability for breach of contract to other partners.