Brief introduction of limited partnership
Limited partnership consists of limited partners and 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 partnership realizes the separation of enterprise investment right and management right, and can combine the advantages of enterprise investors and managers, so it is the main organizational form of foreign private equity funds. Blackstone Group and Sequoia Capital, which we are familiar with, are both partnership enterprises.
On June 1 2007, China's "Partnership Enterprise Law" was formally implemented, and limited partnership enterprises with equity investment such as Qingdao Wei and Nanhai Venture Capital were established one after another, which opened a new chapter in the development of private equity funds and equity investment funds in China.
Partnership agreement
The authority of the executive partner and the measures to deal with the breach of contract;
The conditions and selection procedures that the executive partner should have;
Names and domiciles of general partners and limited partners;
The removal conditions and replacement procedures of the executive partner;
Conditions, procedures and related responsibilities for the limited partner to join or withdraw from the partnership;
Procedures for mutual conversion between limited partners and general partners.
Conditions of establishment
A limited partnership enterprise shall have at least one general partner;
A limited partnership enterprise shall be established by two or more and fifty or less partners, unless otherwise provided by law;
A limited partner may contribute capital in cash, in kind, intellectual property rights, land use rights or other property rights at a fixed price;
A limited partner may not contribute with labor services;
The name of a limited partnership enterprise shall be marked with the words "limited partnership";
The registered items of a limited partnership enterprise shall specify the name of the limited partner and the amount of capital subscribed;
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 of repayment and bear the liability for breach of contract to other partners;
A limited partner shall not represent the limited partnership enterprise externally without performing partnership affairs;
In a limited partnership, the general partner carries out the partnership affairs. The executive partner may require that the remuneration and the method of remuneration extraction for executive affairs be stipulated in the partnership agreement.
Refer to Baidu Encyclopedia entry Limited Partnership.