1. Choose the right partner: GP needs at least two partners, either an individual or a company;

2. Conclude an agreement: the agreement shall specify the rights and obligations of all parties, the methods of profit and loss distribution, management and decision-making procedures, etc. Ensure that the agreement contains appropriate terms and conditions to ensure trust and cooperation between partners.

3. registered company: after selecting the partner and drafting the agreement, you should register GP company;

4. Business development: GP is jointly operated by all partners, so each partner should actively participate in the company's operation and decision-making;

5. Manage and maintain the company: ensure the long-term success of the company,

GP is a general partner, generally referring to the management institution or natural person of equity investment funds. The general partner shall be jointly and severally liable for the debts of the partnership, and the limited partner shall be liable for the debts of the partnership to the extent of the capital contribution subscribed.

A partnership enterprise shall have qualified partners, a partnership agreement agreed and signed by all partners, a legal capital contribution, its own name and a place to engage in production and business activities. Only when these conditions are met can a partnership be operated.

As a partner, you must make a contribution. Limited partners only bear limited liability for partnership debts, and limited partners cannot contribute capital with labor services. If the limited partner is allowed to contribute capital with labor services, it may cause improper impairment of the partnership property and harm the interests of the creditors of the partnership.

GP has the following rights:

1. Operational control: The general partner has complete management and control over the fund affairs, and has the right to sign external legal documents on behalf of the partnership fund, which is at the core of the limited partnership. According to Article 405 of the Limited Partnership Act of the United States, the partnership agreement can grant all or designated general partners the right to vote on the designated issues individually or as a whole, just like any kind of limited partners.

2. Profit sharing right: The agreement usually stipulates that the general partner will invest about 65,438+0% of the total capital of the fund, but enjoy a share of about 20% of the investment income of the fund. Of course, as mentioned above, the sharing base is usually the balance after deducting the principal and interest costs, and sometimes even deducting the benchmark income, and calculating the income according to the combination of all investment projects of the fund;

3. Annual management fee: The general partner can usually get the management fee of 1.5% ~ 3% of the total amount of the partnership fund managed by him, which is mainly used for the daily expenses of the general partner in managing the fund, such as rent, office expenses and communication expenses.

Partners shall meet the following conditions:

1. The partners are natural persons and must have full capacity for civil conduct, and the number of partners is more than two;

2. Ability to fulfill investment obligations in accordance with the partnership agreement;

3. Have management ability;

4. Other conditions that should be met.

A general partnership consists of general partners, who are jointly and severally liable for the debts of the partnership. Wholly state-owned companies, state-owned enterprises, listed companies, public welfare institutions and social organizations may not become general partners. The general partner shall be jointly and severally liable for the debts of the partnership, and the limited partner shall be liable for the debts of the partnership to the extent of the capital contribution subscribed. Limited partners have the right to assume limited liability for partnership debts at the expense of non-performance of partnership affairs. Therefore, in a limited partnership, the rights of limited partners are restricted to some extent. The revised Partnership Enterprise Law stipulates that:

1. A limited partner may not contribute to the partnership with labor services;

2. Limited partners do not perform partnership affairs;

3. It is not allowed to represent the limited partnership externally.

To sum up, in order to restrain all kinds of opportunistic behaviors that the general partner may take, the partnership agreement sets a number of binding terms for all kinds of opportunistic behaviors that the general partner may take, and the general partner shall abide by the agreement and shall not violate it. GP may involve complex legal and tax issues. Before registering a company, you should consult professional legal and tax consultants to ensure that the company complies with local laws and regulations and minimize tax liability.

Legal basis:

Article 14 of the Partnership Enterprise Law of People's Republic of China (PRC)

The establishment of a partnership enterprise shall meet the following conditions:

(1) There are more than two partners. Partners who are natural persons shall have full capacity for civil conduct;

(2) Having a written partnership agreement;

(3) The amount of capital contribution subscribed or paid by the partners;

(4) Having the name of the partnership enterprise and the place of production and business operation;

(5) Other conditions stipulated by laws and administrative regulations.