论合伙型私募基金有限合伙人退伙财产请求权的实现

On the Right of Limited Partners to Withdraw Property in Partnership Private Equity Funds

摘要: 合伙型私募基金的兴起为金融市场的发展注入了新的活力，能够较好地解决小微高新技术企业融资难的问题。但由于合伙型私募基金是合伙企业与私募基金的集合体，受《证券投资基金法》与《合伙企业法》的双重规制，司法实践中对于有限合伙人即投资者退伙财产请求权问题上出现了较大分歧。对于该类纠纷，应当明确合伙型私募基金为披着有限合伙企业外衣的私募基金，因此在两部法律适用上应当优先适用《证券投资基金法》，优先考虑其禁止私募基金刚性兑付等规定，将投资者在基金正常运行期间内退伙请求和退还本金和利息的请求予以驳回。同时，为了保护私募基金投资者，应当严格落实合格投资者制度，把握好金融监管的尺度，既能充分发挥金融创新力，激发金融市场活力，又能规范引导金融市场平稳健康运行。

Abstract: The rise of partnership private equity funds has injected great vitality for the development of the financial market, which can effectively solve the problem of financing difficulties for small and micro high-tech enterprises. However, due to the fact that partnership private equity funds are a combination of partnership enterprises and private equity funds, and are governed by the dual regulations of the Securities Investment Fund Law and the Partnership Enterprise Law, there have been significant different views in judicial practice regarding the issue of limited partners, i.e. investors’ right to withdraw from the partnership property. For such disputes, it should be clarified that partnership type private equity funds are private equity funds dressed in the guise of limited partnership enterprises. Therefore, in the application of the two laws, priority should be given to the Securities Investment Fund Law, which prohibits rigid redemption of private equity funds, and other provisions. Investors’ requests for withdrawal and return of principal and interest during the normal operation of the fund should be rejected. At the same time, in order to protect private equity fund investors, it is necessary to strictly implement the qualified investor system, grasp the scale of financial supervision, fully leverage financial innovation, stimulate financial market vitality, and regulate and guide the smooth and healthy operation of the financial market.