有限责任合伙中的有限责任保护范围

The Scope of Limited Liability in the Limited Liability Partnership

有限责任保护范围是有限责任合伙法的核心制度,其不仅包含"侵权债务",还应该包含"违约债务";但若合伙人对造成这一债务的合伙人具有"直接监督与控制"的职责,则不受有限责任的保护。"刺破有限责任面纱"是有限责任合伙法的一项重要内容,为了更好地保护债权人利益,我国新合伙企业法应尽快建立这一制度。虽然我国的新合伙企业法将有限责任合伙的有限责任保护范围限定于"重大过错债务",但近来英美国家的有限责任合伙法有一种发展趋势,即将该保护范围从"过错债务"扩展到"无过错债务"。

The scope of limited liability is the essential element of limited liability partnership law,which include two types of debts: the debt caused by other partners’ breach of contract and the one caused by other partners’ torts; But the partner who has the duty to directly supervise and control this partner who caused the debt would not be protected by limited liability. As to 'piercing the veil of limited liability',the Chinese new partnership law should promptly absorb this important principle to protect the creditors’ interest better. Although by the Chinese new partnership law,the scope of limited liability includes only 'the gross negligent debt',the English and American limited liability partnership laws are extending the scope ——from 'the negligent debt' to 'the non-negligent debt'.