2.LP: Limitedpartner (English: Limitedpartner), that is, institutional investors and individual investors such as enterprises, financial and insurance institutions who participate in the investment, or partners who are legally converted into limited partners with the unanimous consent of other partners, are legally recognized as partners with no or limited capacity for civil conduct. These people only bear limited liability.
Limited partnership consists of general partner and limited partner. The general partner shall be jointly and severally liable for the debts of the partnership, and the limited partner shall be liable for the debts of the partnership to the extent of the capital contribution subscribed.
A limited partner shall not represent the limited partnership enterprise externally without performing partnership affairs.
Three. Main rights
1, general partner
1) management control
The general partner has complete management and control over the fund affairs and has the right to sign legal documents on behalf of the partnership fund, which is at the core of the limited partnership. According to Article 405 of the Limited Partnership Act of the United States, the partnership agreement can grant all or designated general partners the same voting rights as any kind of limited partners, individually or by other means.
2) Profit sharing right
The agreement usually stipulates that the general partner invests about 1% of the total capital of the fund, but enjoys a share of about 20% of the investment income of the fund. Of course, as mentioned above, the sharing base is usually the balance after deducting the principal and interest costs, and sometimes even the benchmark income is deducted, and the income is calculated according to the combination of all investment projects of the fund.
3) Annual management fee
The general partner can usually get 65438+ 0.5%~3% of the total amount of the partnership fund managed by him, which is mainly used for the daily expenses of the general partner in managing the fund, such as rent, office expenses and communication expenses.
2. Limited partners
1) A limited partner may contribute capital in cash, in kind, intellectual property rights, land use rights or other property rights. A limited partner may not contribute capital with labor services.
2) The limited partner shall pay the capital contribution in full and on time in accordance with the partnership agreement; If it fails to pay in full and on time, it shall bear the obligation to repay the money and bear the liability for breach of contract to other partners.
3) The limited partner shall not represent the limited partnership enterprise externally without performing the partnership affairs.
4) Limited partners can conduct transactions with this limited partnership; However, unless otherwise agreed in the partnership agreement.
5) A limited partner may engage in business that competes with this limited partnership alone or in cooperation with others; However, unless otherwise agreed in the partnership agreement.
6) Limited partners can pledge their share of property in the limited partnership; However, unless otherwise agreed in the partnership agreement.
7) A limited partner may transfer his share of the property in the limited partnership to a person other than the partner according to the partnership agreement, but shall notify other partners 30 days in advance.
8) If the limited partner's own property is not enough to pay off his debts unrelated to the partnership, the partner may use his income from the limited partnership to pay off; The creditor may also request the people's court to enforce the partner's share of property in the limited partnership to pay off the debts.
9) When the people's court enforces the limited partner's share of property, it shall notify all the partners. Under the same conditions, other partners have the preemptive right.
A partnership company refers to an enterprise in which two or more partners own the company and share the profits. A partner is the owner or shareholder of the company. Its main characteristics are: partners enjoy the operating income of the enterprise and bear the responsibility of operating losses; All partners can jointly participate in the operation, or some partners can operate, and the other partners only contribute and are responsible for their own profits and losses; The composition of partners can be large or small.
Mechanism advantage
Because of its unique and perfect incentive and restraint mechanism, the partner system was once considered as the most ideal system for investment banks. In investment banks, the advantages of the partner system are mainly manifested in the following aspects:
1. The material interests of owners and operators have been reasonably distributed and guaranteed by the system. In limited partnership investment banks, limited partners provide about 99% of the funds and share about 80% of the income; General partners enjoy economic benefits such as management fees and profit distribution. The management fee is generally charged at a certain proportion of the total assets managed by the general partner, about 3%. In the profit distribution, the general partner can get at most 20% of the investment income distribution with the capital of 1%.
2. In addition to the material incentives provided by economic interests, the limited partnership system also has strong spiritual incentives for general partners, that is, power and status incentives.
3. Limited partnership system Because the operator is also the owner of the enterprise, he bears unlimited responsibilities, and can control risks through self-restraint in business activities, which is easy to gain the trust of customers; At the same time, because excellent business backbones have the opportunity to be absorbed as new partners, the partnership system can motivate employees to forge ahead and maintain their loyalty to the company, and push the enterprise into a benign development track.
4. The institutional arrangement of limited partnership also fully embodies the principle of reciprocity of incentives and constraints.