Limited partnership system originated from Anglo-American legal system, which refers to a partnership organization composed of general partners and limited partners, and plays a flexible and efficient role in economic activities. China urgently needs to introduce a similar system in the development of high-tech enterprises and venture capital. Limited partnership is a profit-making organization of a partnership consisting of a general partner and a limited partner. The general partner shall bear unlimited joint and several liability for the debts of the partnership, and the limited partner shall bear limited liability to the extent of its capital contribution. Limited partnership combines limited liability and unlimited liability, and has special advantages that general partnership and corporate legal person cannot have at the same time. Among all the existing organizational forms of enterprises, limited partnership is the most favorable organizational form for high-risk investment.