Based on the Law of Bayes, this paper researches declining speed of the overconfident level of partners in partnership firm by setting up a mathematical model.

Consideration of legislation of limited partnership;

The legal deliberation of the introduction of limited partnership in the intermediary organization;

New progress of the studies on the U.S. venture capital limited partnership;

There are many debates on whether China should take the form of the limited partnership to promote the development of venture capital.

This paper firstly analyzes the design of governance structure, investment instruments, and exit methods for Limited Partnerships.

Since the limited partner is protected by limited liability system, it is important to recognize the identity of limited partner.

The limited partnership institution has specific provisions on the right,liabitity and benefit of common partners and limited partners.

" Therefore, in order to in-depth study limited partner, and comprehensively grasp the limited partnership system, we must understand the origin and evolution of the limited partner, otherwise, limited partnership can not be understood macro and deep.