The Study Of The System Of Dormant Partnership

Dormant partnership,a special pattern of partnership, which features its flexibility in form, stability in cooperative relationship and mixed character in cooperative reponsibility,fits varied demands of investors.Although dormant partnership widely exits in social life, the systems have not been established in the legislation of our country yet.By studying the law regulation of dormant partnership,the author aimed at comparing the successful experiences in foreign countries, analyzing the necessity and feasibily of the transplantation of dormant partnership and pointing out the poverty in the law making of parnership in our country .Exploring the legislative mode of establishing dormant partnership systems and restrained syestems concerned in our country so as to put dormant parnership into a legal orbit is another objective of this research..Comparative reseach and analysis of value are two main methods adopted in the study. Four chapters are organized in this article.The first chapter is an outline of dormant partnership.On the basis of analyzing and comparing various understandings of the concepts and characters of dormant partnership,the author defined the concept and character of dormant parnership.From the aspect of law nature,dormant partner is a kind of relationship attached to the cooperative contract.For the sake of valuable practise,the author also compared dormant partnership with similar institutions .The second chapter is the body of dormant partership.The author believed a normal people,corporation and noncorporative organizations could all be the partners of dormant partnership.She also expounded the relationship of right and responsibility between dormant partners and public operators.The third chapter is the civil responsibility of dormant partner.Due to the dual characters of partnership, the civil responsibility can be divided into internal responsibility ,external responsibility and exceptional responsiblity.The internal responsibility involves investor's responsibility of breaking contracts and securing flaws as well as the responsibility of breaking contracts of interests share. Because of the dormant character of dormant partners, public operators are the body of external responsibility. Public operators undertake infinite duties,namely, they should commit infinite implicative responsibility to the portion of cooperative possessions. Dormant partners are the body of exceptional responsibility. The reason lies in dormant partners' performance which construct noticeable partnership.The fouth chapter is some options and suggestions of legislation of dormant partnership in our country.The establishment of dormant partnership can assimilate capital and satisfy various demands of market body as well as standardizing investment activities to protect the legal right of investers and operators.It's not only a neccesary supplyment of modern enterprise system,but also an imminent supplyment of justice practice.Consequently,the transplantation of dormant partnership is necessity and feasibility.The legislation of dormant partnership differ in different countries with two kinds of law systems.Because of lacking systems of dormant partnership, the principal of partnership in our country is body legislation which can't fit the variety of partnership.In conclusion,the author tabled a proposal that dormant partner systems be specified in the Civil Law Dictionary. On account of the dormancy of designing systems of dormant partnership,it is possilble to bring adverse effect on the third person and the administration of state assets benevolently. As for this, founding restrained system concerned to reinforce administratin and monitor can be optional.