In the context 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’s capability parameter，and discusses the advantages of limited partnership，as well as the role of human capital in the choice of enterprise organizational form． It finds that due to the decision rights transferring from LP to GP，limited partnership can achieve higher human capital incentive and enterprise value． However，the shift in decision rights will cause the LP to lose its advantages in income distribution． Only when the GP’s capability reaches a high level，will the income of both the GP and LP under a limited partnership be higher than under corporation，achieving Pareto improvement． This paper explains why limited partnerships are often adopted in human capital-intensive industries，such as private equity funds． To better support the real economy，cultivating high-quality GPs is the key to the healthy and sustainable development of private equity funds． This will help to form a virtuous circle of human capital promotion and industrial transformation and upgrading，thereby improving the comparative advantage of human capital in income distribution．