The Default Rules Of A Corporation Participating In A Firm As A General Partner

With the development of China's economical system, gradually the risk-control mechanism improved. The legal has begun to pay a attention to the basic principles of the connection of economic benefits and risks.And shift the attention to establish more and more the rules for the legal subject, in order to meet the requirement for the diversity of business,and resolved the legal persons' qualification for general partners.The revised Act of the Partnership Firm of the People's Republic of China taking effect on 1st June,2007 has made significant changes compared with the Act of the Partnership Firm 1997, of which that a corporation can invest in a partnership and become a general member of the firm is an important element. Being a corporate body, however, a corporation's participating in the operation and management of the firm is quite different from that of a natural person. As such, many problems may arise, to illustrate, how to arrange an individual to participate in the management of the firm on behalf of the corporation and how to deal with the trust cost and the interest conflict between the corporation trusted by the natural person and the partnership; how to disclose information among the corporation as a general partner and other partners; and how to bear the liability risk of the partnership so as to avoid imposing unfavorable impact upon the corporation, the shareholders,especially the minor shareholders and the creditors, etc Unfortunately, attention has not been called to such problems both in logic and in practice. This paper, therefore, hopes that a little consideration from the angle of law of the problems may breed some consciousness of the risk prevention while the corporation is taking advantage of the investment in the partnership.In the foundation of the basic theory analysis, combinded with the legal and practical experience of US, Japan and Taiwan Area, this paper tells the default rules of a corporation participating in a firm as a general partner. There are four parts of the main content. The first part discusses the necessity of establishing the default rules of a corporation participating in a firm as a general partner. In the second part, this paper discusses the basic theory problems of the default rules of a corporation participating in a firm as a general partner. then in the third part, the paper introduces our country's situation of the; the last part of this paper gives suggestions for building the default rules.Here are the innovationgs of this paper:First, innovation on the topic. On legal persons' qualification for general partners, as such, many problems may arise, a corporation's participating in the operation and management of the firm is quite different from that of a natural person. How to establish the default rules of a corporation participating in a firm as a general partner.Second, innovation on the researching content. There are brand new researches in this paper which have not been discussed at all before: the default rules of a corporation participating in a firm as a general partner.The shortage of the paper: since the limited contents, this paper can not cover all the legal issues of the shareholders network voting system of listed companies. But it is believed that with the development of the company legal environment in China, there will be more and more concern and researches in this area.