1. The legal status of a general partner is exactly the same as that of a partner in a general partnership in almost all fields. They have the right to operate, enjoy the predetermined profits, and bear the same joint and several liabilities as ordinary partnerships in debt. Generally speaking, in law, general partners have the right of agency by estoppel, allowing them to join the contract in their own capacity.
2. Limited partners are similar to shareholders of joint stock limited companies. They only have limited liability, and when they are in debt, their losses do not exceed their investment capital.
Therefore, they have no direct management power. Some partnership contracts contain provisions to pay dividends to limited partners. Most countries and regions require limited partners to register with relevant departments and declare their investment when establishing or changing the combination of limited partnerships. When representing an enterprise, limited partners must declare their status or rights, because they have no obvious power of agency and management.
Limited partnership is different from limited partnership in nature, and all partners in limited partnership bear limited liability.
history
The earliest limited partnership appeared in ancient Rome in the third century BC and was called "societates publicanorum". During the prosperity of the Roman Empire, these partnerships were equivalent to modern joint-stock companies: there were hundreds of investors whose shares could be transferred at will in the market. Different from contemporary companies, there must be a partner who can bear unlimited liability.
In Italy in the 10 century, this concept was renamed "commenda" to promote maritime trade. These partnerships usually include a maritime businessman with unlimited liability and some investors with limited liability. At that time, the system was not used to establish long-term investment resources because of its poor asset protection ability.
The Jean-Baptiste Colbert policy of 1673 and the French civil code of 1807 have consolidated the protection of the concept of limited partnership in European law. The limited partnership system appeared in the United States at the beginning of the19th century, when the laws were strict and not popular. Britain established the limited cooperation law in 1907.