CaseA,B,andCjointlyestablished an accountingfirm,registeredasa special general partnership.Duringthecourseofprovidingauditing servicesto a client,Alostthe client's financial dataduetogrossnegligence,resulting inthedisclosureof the client'stradesecretsand causingsignificantlossestotheclient.WhatliabilitiesdoA,B.andCeachbear?Answer:Aassumesunlimitedliability,whileBandCareliableonlyto theextent oftheir capital contributionstothe partnership
Case A, B, and C jointly established an accounting firm, registered as a special general partnership. During the course of providing auditing services to a client, A lost the client's financial data due to gross negligence, resulting in the disclosure of the client's trade secrets and causing significant losses to the client. What liabilities do A, B, and C each bear? Answer: A assumes unlimited liability, while B and C are liable only to the extent of their capital contributions to the partnership
Characteristicsofspecializedgeneralpartnership(1)Applicableonlytoinstitutionsthatprovidepaidservicestoclientsbasedonspecializedknowledgeandskills(2)ifoneormorepartnersintentionallyorthroughgrossnegligencecausethepartnershiptoincurdebts,theyshallbearunlimitedliability orjoint and several liabilityOtherpartnersareonlyliableuptotheextentoftheirrespectivesharesinthepartnership'sassets.Fordebtsofthepartnershipincurredduringprofessionalactivitiesthatarenotcausedbyintentionalmisconductorgrossnegligence,aswellasforotherliabilitiesofthepartnership,allpartnersshall bear jointandunlimited liability.(3)Toprotecttheinterestsofcreditors,thespecializedgeneralpartnershipshouldestablishaprofessionalriskfundagainstmalpracticerisksandpurchaseprofessionalinsurance.Theprofessionalriskfundisusedtorepaydebts incurredbypartnersinthecourseoftheirprofessionalactivities
Characteristics of specialized general partnership (1) Applicable only to institutions that provide paid services to clients based on specialized knowledge and skills (2) If one or more partners intentionally or through gross negligence cause the partnership to incur debts, they shall bear unlimited liability or joint and several liability. Other partners are only liable up to the extent of their respective shares in the partnership's assets. For debts of the partnership incurred during professional activities that are not caused by intentional misconduct or gross negligence, as well as for other liabilities of the partnership, all partners shall bear joint and unlimited liability. (3) To protect the interests of creditors, the specialized general partnership should establish a professional risk fund against malpractice risks and purchase professional insurance. The professional risk fund is used to repay debts incurred by partners in the course of their professional activities
3.1.3LimitedLiabilityPartnershipWhatisalimitedliabilitypartnership?A limited liabilitypartnershipiscomposedof general partners and limitedpartners,withtheformerbearingunlimitedjointand several liabilityforthedebtsofthepartnershipandthelatterbearing liabilityforsuchdebtsrespectivelywithinthe limitsofthecapital contributionssubscribedforThewords“limitedpartnership"shallbeindicatedinthenameofa limitedliabilitypartnershipALimitedPartnerisoftencalledLP
3.1.3 Limited Liability Partnership What is a limited liability partnership? ◦ A limited liability partnership is composed of general partners and limited partners, with the former bearing unlimited joint and several liability for the debts of the partnership and the latter bearing liability for such debts respectively within the limits of the capital contributions subscribed for. ◦ The words “limited partnership” shall be indicated in the name of a limited liability partnership. ◦ A Limited Partner is often called LP
Case:A,B, andC jointly established a limited liabilitypartnership.Ais thegeneralpartner,whileBandCarelimitedpartners,andeachofthethreecontributed500,000yuanascapital.Duetopoorbusinessperformance,thepartnershipowes2millionyuantothebankbutisunabletorepayit.Thebanktookthepartnershiptocourt,andeventually,thepartnershipwentthroughbankruptcyliquidation.However,afterliquidation,thepartnershipcouldonlyrepay500,000yuan.Question:Whowillthebankapproachfortheremaining1.5millionyuan?CanthebankonlyclaimdebtsfromA,orcan italsoclaimfromBandC?TheansweristhatthebankcanonlyclaimfromA.ThisisbecauseBandCbearlimitedliabilityforthepartnership.Themaximumamounttheyareresponsibleforisthe500,000yuantheyeachinitiallyinvested
Case: A, B, and C jointly established a limited liability partnership. A is the general partner, while B and C are limited partners, and each of the three contributed 500,000 yuan as capital. Due to poor business performance, the partnership owes 2 million yuan to the bank but is unable to repay it. The bank took the partnership to court, and eventually, the partnership went through bankruptcy liquidation. However, after liquidation, the partnership could only repay 500,000 yuan. Question: Who will the bank approach for the remaining 1.5 million yuan? Can the bank only claim debts from A, or can it also claim from B and C? The answer is that the bank can only claim from A. This is because B and C bear limited liability for the partnership. The maximum amount they are responsible for is the 500,000 yuan they each initially invested
InChina,alimitedliabilitypartnershipstructureiscommonlyusedforestablishingbusinessesinindustrieslike:。privateequityandventurecapitalindustry,realestatedevelopmentandrealestatefundmanagement industryinfrastructureandenergysectorprojectinvestmentandmanagementindustryculturalandartisticindustries(suchasfilmproduction,musicproduction)medicalandhealthcareindustry(suchasmedicalinstitutions,clinics),。technologyinnovationandresearchanddevelopmentfield,includingtechnologybusinessincubatorsandtechnologyentrepreneurshipinvestment.Examples:红杉资本中国基金（SequoiaCapitalChina)，创新工场（SinovationVentures），中金资本（CICCCapital）
In China, a limited liability partnership structure is commonly used for establishing businesses in industries like : ◦ private equity and venture capital industry, ◦ real estate development and real estate fund management industry, ◦ infrastructure and energy sector project investment and management industry, ◦ cultural and artistic industries(such as film production, music production), ◦ medical and healthcare industry(such as medical institutions, clinics), ◦ technology innovation and research and development field, including technology business incubators and technology entrepreneurship investment. Examples: 红杉资本中国基金（Sequoia Capital China),创新工场（SinovationVentures）,中金资本（CICC Capital）