Limited partnership is an ancient form of enterprise organization. Its predecessor was 165438+ a new business operation mode-Kangmengda, which was used in Italy, Britain and other parts of Europe in the late 20th century. Kangmengda was born to meet the needs of high-risk investment. Because the maritime trade in the Middle Ages, especially the ocean trade, was the riskiest trade at that time, but it was also profitable. Investors with sufficient capital want to invest to get high returns, but they are unwilling to bear unlimited responsibilities brought by high risks, and shipowners often suffer.

Due to the lack of sufficient funds to build ships and buy goods, shipowners, entrepreneurs and investors each take what they need and conclude a Kangmengda contract. The shipowner assumes unlimited responsibility to obtain funds, while the investor only assumes limited responsibility and can make a profit. Kangmengda, which prevailed in maritime trade, was later implemented in land trade and developed into a limited partnership.

The combination of limited partnership and modern venture capital began in the United States in the late 1960s. At that time, the American stock market plunged sharply, which made American R&D company ARD, small business investment company SBIC and other venture capital companies in a difficult situation. In this environment, venture capitalists and institutional investors who are mainly venture capitalists have discovered a new organizational form-limited partnership. This venture capital institution is generally initiated by venture capitalists, with a capital contribution of about 1%, becoming a general partner, and the remaining 99% is absorbed.

Accept the investment of investors such as enterprises or insurance institutions, become limited partners, and assume limited responsibilities. The general partner has three responsibilities: first, he can be fully responsible for the use, operation and management of funds; The second is to extract the management fee equivalent to about 2% of the total funds from the annual operating income; Third, when the project is successful and the income doubles, the general partner can get about 20% of the income and other partners can get about 80%. According to statistics, at present, 80% venture capital institutions in the United States adopt limited partnership system, and the rest are venture capital companies affiliated to enterprises or financial institutions and government-supported small business investment companies SBIC. Influenced by the upsurge of venture capital in the United States, Japan, which refused to legally recognize the limited partnership for a long time, officially recognized the limited partnership form of venture capital institutions in legislation from June 1998 1 1, thus providing a legal basis for the development of limited partnership venture capital institutions.