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Three Legal Problems In Partnership

Posted on:2003-06-07Degree:MasterType:Thesis
Country:ChinaCandidate:F X ChenFull Text:PDF
GTID:2156360062486278Subject:Economic Law
Abstract/Summary:PDF Full Text Request
Partnership is a historical and flexible entrepreneurial form ,which up the main three market subjects along with corporation > sole proprietorship .However it's clear mat the theory study on partnership in china lags behind its practice, and also there are lots of flaws in legislation, which need to perfect. Among those numerous legal problems in partnership, the waiter decides to analyses and inquire into three main urgent problems, which need to clarify and solve in practice, and further give some concrete legislation suggestion.First, the essay clarifies the civil legal status of partnership. Civil legal status is a Rind of qualification, which a country recognizes and grants its market subject. However, whether lie in the need of social economic practice. In traditional civil law theory, independent liability is one constituent of civil subjects but the writer think this theory should be broken down and brings forth new ideas. That's to say, the law should grant a social entity subject status qualification if it has its own property and it could go on civil activities on its own name. Nowadays Partnership Company has become one important power in our country's market economy construction. Although (partnership company law of PRO) admits its civil status actually, it's quite obscure, Infoivil law of PRC籺he regulation is much more obscure. In the writer's opinion, except simple partnership, partnership organizations (not partner enterprises) should be granted clear and definite subject qualification and belong it to the three main civil subjects along with natural persons, corporations and non-corporation associations.Second, the essay analyses the obligations of a partnership company. In this essay, the writer defines and classifies the obligations of partnership and general principles of the debts repaying. The writer thinks: on partnership debts repaying, liabilities and the orders of the repaying, it's quite reasonable for Chinese law to adopt unlimited jointly and separately liabilities and compensating liabilities; on repaying orders of partnership company and its partners, there is no relatedregulations in Chinese law, in future legislation, we should insist in double priority principles; on the proportion of the partnership debts repaying, the importance should be attached to the party's agreement and legal proportion as supplementary principles, if there is agreement, the agreement should be abide by, if there is not, the debts should be repaid according to its proportion. In china, both the civil law and the partnership law are not proper and need to be amended. Moreover, according to No.32 in ((partnership law of PRC)} , if the parties have made an agreement on how to distribute debts and benefits in different proportion, the party's autonomy should be respected and the two kinds of proportion should be applied.Third, the essay deals with the legislation of partnership in china in the future. On the basis of the definition and history of partnership system and mainly on American limited partnership system, the writer concludes: limited partnership is worth introducing into china, and limited partnership should be legislated in Chinese partnership law. The value of limited partnership can be seen in the following three aspects: 1 .the mixed liability of limited partnership can rectify the shortcomings of limited corporation and resolve the corporation problems which is more serious day and partnership is a form suitable for the development of mid-sized and minor-sized enterprises. The adoption of Limited Corporation can provide investor one more choice; partnership system can satisfy socialist's market economy system's need for market subject. Becausein china the corporation law doesn't regulate and stipulate two-mixed corporation as a kind of actual limited partnership and on a large degree restrict the development of two-mixed corporation, the construction of limited partnership can dear with this problems at last.
Keywords/Search Tags:civil status, partnership liability, limited partnership
PDF Full Text Request
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