This Act is enacted for the purpose of increasing the diversity of business associations and the flexibility of business operations by the introduction of limited partnership as the most appropriate organizational type for certain enterprises.

The term "competent authority" as used in this Act means the Ministry of Economics Affairs at the central government level and municipal governments at the municipal level.
The central competent authority may delegate powers to subordinate agencies or mandate or appoint other government agencies to handle the tasks set forth in this Act.

No limited partnership may be formed unless it has registered with the central competent authority.

As used in this Act:
(1) “Limited partnership” means a for-profit juridical person organized and registered under this Act.
(2) “General partner” means a partner directly or indirectly responsible for actual business operation of a limited partnership and shall be jointly and severally liable when the assets of the limited partnership are not sufficient to meet its liabilities.
(3) “Limited partner” means a partner with liability limited to the amount of his or her capital contribution under a limited partnership agreement.
(4) “Responsible person of a limited partnership” means any of the general partners of the limited partnership. Any managerial officer or liquidator of the limited partnership who acts within the scope of such duties is also a responsible person.
(5) “Representative of a limited partnership” means a person appointed from among the general partners to represent the limited partnership.
(6) “Foreign limited partnership” means a for-profit limited partnership formed under the laws of any foreign country or jurisdiction. A foreign limited partnership shall have the same rights and obligations as a domestic limited partnership unless otherwise provided by laws or regulations.

A person who is under any of the following circumstances shall not act as a representative, managerial person or liquidator of a limited partnership or shall be discharged if has been appointed as such:
(1) Having committed an offence as specified in the Statute for Prevention of Organizational Crimes and subsequently adjudicated guilty by a final judgment, and the time elapsed, after the execution has been postponed, the sentence has been executed in part or fully executed, the probation period has expired or a pardon has been granted, is less than five years;
(2) Having committed an offence in terms of fraud, breach of trust or embezzlement and subsequently punished with imprisonment for a term of more than one year, and the time elapsed, after the execution has been postponed, the sentence has been executed in part or fully executed, the probation period has expired or a pardon has been granted, is less than two years;
(3) Having committed an offence in terms of corruption and subsequently adjudicated guilty by a final judgment, and the time elapsed, after the execution has been postponed, the sentence has been executed in part or fully executed, the probation period has expired or a pardon has been granted, is less than two years;
(4) Having been adjudicated bankrupt or been granted by a court to commence liquidation proceedings, and such person’s rights and privileges has not been reinstated;
(5) Having been sanctioned for unlawful use of credit instruments, and the term of such sanction has not expired yet;
(6) Having no or only limited legal capacity; or
(7) Having been declared by a court to be under guardianship or assistance, and the declaration has not been voided.
A person who is under any of the circumstances set forth in each Subparagraph of the preceding Paragraph shall not be a general partner of a limited partnership or shall be expelled if he or she has been such partner.

A limited partnership shall be composed of at least one general partner and one limited partner who agree to make capital contribution to the partnership.
A juridical person may be a general partner provided that it shall designate a natural person as its representative to exercise, on its behalf, the duties of a general partner. Any restriction placed upon the power or authority of the representative shall not be set up as a defense against any bona fide third party.

Each general or limited partner of a limited partnership shall have one vote irrespective of the amount of his or her capital contribution; however, the limited partnership agreement may prescribe that votes shall be allocated to the partners in proportion to their contribution.

A company may be a partner of a limited partnership without being subject to the prohibition from being a partner of a partnership enterprise set forth in Article 13 Paragraph 1 of the Company Act.
A company that has obtained an approval by its shareholders or a resolution adopted by its shareholders' meeting in accordance with any of the following provisions may be a general partner of a limited partnership:
(1) In the case of an unlimited company or an unlimited company with limited liability shareholders: a unanimous approval by the unlimited liability shareholders;
(2) In the case of a limited company: a unanimous approval by all shareholders; or
(3) In the case of a company limited by shares: a resolution adopted by a majority of the votes present at a shareholders' meeting attended by shareholders who represent two-thirds or more of the outstanding shares.
If the total number of shares represented by the shareholders present at a shareholders' meeting of a public company is less than the percentage required in Subparagraph (3) of the preceding Paragraph, the resolution may be adopted by two-third of the votes present at the meeting attended by shareholders who represent a majority of the outstanding shares.
If the Articles of Incorporation requires a higher percentage of the total number of shares represented by the shareholders present and/or the total number of the voting rights for the approval than the requirements set forth in the preceding Paragraph and Subparagraph (3) of Paragraph 2 of this Article, such higher percentage shall prevail.
Any responsible person of a company who has violated the provisions set forth in Paragraphs 1 to 3 of this Article shall be liable for the damages incurred by the company therefrom