| Partnership, a legal form enterprise lies between exclusive enterprise and limited company, which generated centuris ago, but still has its unique affects to all the business respects in the modern society because of its special property, variable construction and excesstive adaptability. Thanks to a new legal sanction of partnership has been rebuilt in China in 1980s, a visible development has been seen on political adjustment and the oretical research, especially after the issue of the law of Partnership in 1997. However, the current Partnership Legal System is not breaking off the crude and single traditional system. And some basic problems can not be resulted satisfactorily. As to the legislation and experiences, there is no clarified definition to the partnership enterprise form, there is a slow response to the limited partnership, there is excessive investigation to the candidate, and there is no legality to the partner. And therefore the above three aspects become a barrier that prevents the further progress in Partnership System, while it also becomes a topic of general interests among the theoretical researchers. Thinking of the different forms of Partership, they are definite according to the following two distinguished law systems per traditions and division standards: legal genealogy of civil law: Civil Partnership (non-business partnership) and Business Partnershi. Commonlaw: General Partnership and Limited Partnership In China, the obvious problem is sluggishness and imcontinuity. The legislation of the Partnership is a specious argument. The partnership is as a civil contract in "Civil Law General Rule", but in fact the business partnership is indeed encouraged. In "Partner Enterprise Law", the partnership is defined as a "financial gain organization"; however the limited partnership is not approved. Consider the consistent unanimous principle of civil and business legislation, the classification of legal genealogy of civil law on Partnership is not the suitable one in China. In view of the characteristics of the partnership, the protection of the creditor, and the requirement of economy, the clear definition of partnership shoule be acknowledged bylegalism. And so on, a research which includes limited partnership and dormant partnership should be one step further. Limited Partnership is an advanced form of Partnership which organized by limited partner and general partner. This organization has a distinctive characteristic as described by the following: The general partner provides limited funds to exchange the executive power in the partnership enterprises, meanwhile that has infinity liability to all partner debt. Limited partner is responsible for most funds and shares the most profit, which has no executive power on the management but has the limited liability on the basis of the sums. Limited Partnership is a flexible investment which has the advantage of gathering the idle funds in the society, and it especially benefits the investors who have financial capability but can not responsible for the infinity liability. Practically, the Limited Partnership can provide a new financing mode to the Venture Capital Enterprise, and its management construction has a huge developing space. If this form is still exclusive the legalism, the waste of the resource will leads to a degradation of legal effect on partnership. Legal person becomes the partner is the general regulation in most countries. It has been proved by theory and experiences. However limited by the old ideals in China the state enterprise can not be authorized because the state property will be lost. With the development of economy, it should be changed. The participating of the artificial person demonstrates the decision power of the enterprises. And it can share the resources and benefit each other. Artificial person joining the partner can not result in a confusing economy order, and a profit loss. On the contrary, some opppsite point of views can not examined by the experiences and must be dropped out and instead. |
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