In limited partnerships such as Comanda, those who only contribute only need to bear limited liability for the debts of Comanda with their capital contribution; The shipowners and businessmen directly involved in ocean trade shall bear joint and several liability. Compared with general partnership, its institutional innovation lies in dividing partners into two categories. One kind only needs to bear limited liability for the partnership enterprise because it does not participate in the daily management of the partnership enterprise; The other kind still needs to bear unlimited liability for the debts of the partnership because they participate in the daily management of the partnership. Because the partners who do not participate in the daily management of the partnership are different from the partners in the general partnership, they are called "limited partners"; Because there is no difference between the partners who participate in the daily management of the partnership and the partners in the general partnership in the debt liability of the partnership, they are called "general partners". It can be seen that the biggest advantage of limited partnership compared with general partnership is that it eliminates the risk that those partners who do not participate in the daily management of the partnership may be jointly and severally liable for the debts of the partnership, so it is conducive to attracting investors to invest in it as "limited partners".
According to international practice, although a partnership is an economic entity, the taxation of the partnership usually adopts the principle of "paying taxes through the entity", that is, the partnership does not pay taxes as an economic entity, and its net income is paid directly to investors, who pay taxes as their own income. Therefore, in the form of partnership, investors pay only one tax on the income of the partnership, which can solve the problem of multiple taxes on the income of the company. In the private equity fund in the form of limited partnership, the fund investor usually acts as a limited partner, and the fund investment management individual or investment management company acts as a general partner to undertake the unlimited liability of the partnership.
In order to better solve the debt and tax problems, American limited partnership private equity funds usually adopt three organizational structures:
First, the fund managers of private equity funds assume unlimited liability as general partners and other investors as limited partners. All partners agreed in the partnership agreement to pay the fund fee to the fund manager according to the fee calculation rules. In this way, private equity investors, as limited partners, can obtain the investment income of the fund according to their investment shares, and at the same time bear the corresponding limited legal liabilities according to their investment. The fund manager of private equity fund, while obtaining investment income and investment reward (fund management fee and performance reward), bears unlimited legal responsibility. In order to reduce the legal responsibility of individuals, fund managers can adopt the latter two forms.
Second, the fund manager of the private equity fund and his team first register an S-type company, and then take this company as the general partner of the private equity fund to assume unlimited liability, and other investors as limited partners. All partners agreed in the partnership agreement to pay the fund fees to the company according to the fee calculation rules. In this way, the general partner of the private equity fund is the company of the fund manager and his investment team, and the fund manager and his team only bear the limited liability of the company.
3. Fund managers and other employees of private equity funds register two limited liability companies or S-type companies respectively, one of which is the general partner of private equity funds with unlimited liability, the other is the investment manager (non-partner) of private equity funds, and other investors are also the limited partners of the funds. The main difference between this form and the former one lies in the distinction between the general partner with unlimited liability and the investment manager with investment management responsibility. The advantage of this is that fund managers gain greater freedom and flexibility. For example, investment managers who manage multiple private equity funds can set up limited liability companies or S-type companies as general partners respectively according to their investment shares in each fund, and set up companies as investment management companies to be responsible for the investment management of all these funds. In addition, for offshore funds, this method has more flexibility in taxation and other aspects.
Another important reason why most private equity funds in the United States adopt limited partnership system is that the investment company law of the United States stipulates that investment companies with more than 14 investors cannot receive remuneration according to their performance. So at present, * * * funds mainly charge management fees, while private equity funds that charge performance fees mostly adopt limited partnerships.