浅论我国有限合伙制度的不足及其完善

On Defects of and Improvement for Partnership System in China

2006年修定的我国《合伙企业法》首次确立了有限合伙制度。由于有限合伙具有普通合伙与公司所不具备的独特魅力，弥补了公司制度和合伙制度的不足，丰富了我国企业的组织形式，而且还为实现多种组织形式的市场主体自由竞争创造了条件。有限合伙的组织结构也较简单，不像公司那样需要股东会、董事会、监事会等组织机构，因此合伙事务的决策程序也简单、灵活，有限合伙的经营管理权相对集中、灵活、高效，容易适应瞬息万变的市场和高新技术产业发展的要求。但在我国作为一个新建立的制度，还有很多方面存在着不足，主要有：合伙人数上的限制；出资制度的缺陷；有限合伙人和普通合伙人转换制度的缺陷；有限合伙人责任制度的缺陷。

The Partnership Enterprise Law, revised in 2006, is the first of its kind to establish the sys- tem of limited partnership in China. With its unique charm unshared by general partnership or companies, limited partnership has made up for the deficiency of corporate system and partnership system, thus having enriched the forms of organization for China＇s enterprises and been conducive to ensuring free competition a- mong market subjects from various organizations. Without organizations like the board of share-holders, of directors, and of supervisors in companies, limited partnership is simple in organizational structure, thus its decision-making process is simple and flexible while its operation and management is relatively centralized,elastic, efficient, and easy to adapt to the ever-changing market and to the need of high-tech industrial de- velopment. However, as a newly established system in our country, limited partnership still leaves much to be desired, namely, restrictions on the number of partners, defects in the funding system, demerits in the shift system between limited partners and general partners, and defects of the liability system for limited partners. As such, some proposals are advanced in this paper for improving the legislation of the limited partner- ship system in our country.