A limited partnership consists of a general partner and a limited partner. Capital contribution can be made in cash, in kind, intellectual property rights, land use rights or other property rights. However, it shall not be funded by labor services. If there are only limited partners left in a limited partnership, it shall be dissolved; Where there are only general partners left in a limited partnership, it shall be converted into a general partnership.
The general partner's obligations include capital contribution obligation, joint and several liquidation obligation, information disclosure obligation, fiduciary obligation and compliance obligation, in which the general partner shall regularly provide the limited partner with the financial statements of the fund; Then there is the general partner's fiduciary obligation to other general partners, limited partners and partnerships.
The general partner and the limited partner can be converted, but if the limited partner is converted into a general partner, it shall be jointly and severally liable for the debts incurred by the limited partnership during its term as a limited partner. Where a general partner is transformed into a limited partner, he shall bear unlimited joint and several liabilities for the debts incurred by the partnership during his tenure as general partner.