近年來，隨著國際資本市場環境的改變，創業投資熱潮已不如前幾年熱絡，私募股權基金募資越來越困難，我國私募股權基金為了吸引國際資金的奧援，希望能將本國的制度與國際接軌，於是在2015年引進有限合夥制度，希望能將我國創業投資基金所使用之股份有限公司制度轉變為有限合夥制度。四年過去了，實務上對於有限合夥架構的接受度以及其適用成效明顯不如預期。本文將從廣義的私募股權基金開始討論，並聚焦於創業投資事業之組織結構，探討我國有限合夥法在台灣施行成效不彰之原因，分析創業投資基金選擇組織架構的誘因，並針對我國有限合夥法中有關避風港條款與稅負制度之影響進行討論。;In recent years, with the changes in the international capital market environment, the venture capital boom has not been as hot as in previous years. Private equity funds have become more and more difficult to raise funds. In order to attract international aid, Taiwan’s private equity funds hope to change own systems. In line with international standards, the limited partnership system was introduced in 2015, hoping to convert the traditional shares of Taiwan′s venture capital funds into a limited partnership system. Four years have passed, and the acceptance of the limited partnership structure and its application in practice are obviously not as good as expected. This article will start from a broad-based private equity fund and focus on the organizational structure of venture capital investment, explore the reasons for the ineffectiveness of Taiwan′s limited partnership law in Taiwan, analyze the incentives for the choice of organizational structure of venture capital funds, and focus on the limited partnership in Taiwan. The law discusses the effects of the safe haven clause and the taxation system.