In perspective of cooperative game between GP and LP in private equity funds, this paper defines the corporation and limited partnership through the ownership of decision rights, introduces the GP capability parameter, and discusses the advantages and applicability of limited partnership, as well as the mechanism of human capital on enterprise organization form and enterprise value. The study found that due to the transfer of decision rights from LP to GP, limited partnership can exert sufficiency effect of human capital, achieve higher human capital incentive and enterprise value, but the transfer of decision rights will lose LP’s advantages in income distribution. Only when the GP capability reaches a certain level, and the increase of the overall value of the Alliance under limited partnership is enough to make up for the decline of income proportion, the income of GP and LP under limited partnership will rise, The limited partnership is better than corporation and achieves Pareto improvement, which explains the reasons for the adoption of limited partnership in human capital intensive industries such as private equity funds. In order to give better play to the role of private equity funds in supporting the real economy, cultivating high-level talents in professional fields is the key to the healthy and sustainable development of private equity funds, it will help to form a virtuous circle of human capital promotion and industrial transformation and upgrading, improve the comparative advantage of human capital in income distribution.