| Dormant Partnership is a special kind of Partnership Framework. Several major continental-law countries established it .The most primary natures of this framework are the dormancy and the burden of limited liability of the dormant partners. It is one of the most flexible modes by which we invest or attract investments. Seeing the unique value of the framework, our country should establish the Dormant Partnership too. Above all, we should look into and study this framework. The object of this article is to offer some suitable suggestions about legislative modes. The dissertation intends to analyses the history, nature and function of Dormant Partnership, of which the unique value will be studied and which will be compared with several similar frameworks, and offer some suitable legislative suggestion based on the prove of necessaries of Dormant Partnership in China after analyses foreign legislative modes and concrete frameworks .Part â… : History, nature and function of Dormant Partnership. The dissertation has reviewed history of Dormant Partnership at first. As a kind of business practice at that time Dormant Partnership derived from Commanda in Mediaeval Ages, with the rapid development of the western commerce, various kinds of commercial affairs organizations appeared in succession, Dormant Partnership had undergone centuries of development and entered the legislative vision of most capitalist powerful countries as a ripe framework at last in the 19th century. Through review we find it' s the result of escapement the businessman made it since the canon law forbid prohibition of lending money and is it limit on result of property of investing in and hope of investment risk limited in the volume of had been invested in agreement. Its dormancy and limited liability demonstrate the flourishing animates so far. Secondly, it is essential to carry on the nature study on a framework. The dissertation analyses nature of Dormant Partnership in the comparison with Partnership and Commercial Partnership. It disserts that Dormant Partnership is not a kind of Group, so there is not possibility for which to being a kind of Commercial Subject. Dormant Partnership is actually a contract. Frequently "partnership " was used in two ways .By one it indicatea kind of Group, on another way it indicates a kind of contract .In fact, we use it on the later way in Dormant Partnership. Finally, it analyses the function of Dormant Partnership.Part II : Study in compare with similar framework. It compared Dormant Partnership with Common Partnership, Limited Partnership and Consumption Credit. The dissertation chooses those three frameworks to compare with because of the similarity between them. Compared with Common Partnership, Dormant Partnership reveal many differences including ownership of property, measures of management, having group nature and so on .However ,they have common in the distribution of interest and lose .Compared with Limited Partnership ,they have common in responsibility. Secondly, it compares Dormant Partnership with Limited Partnership. They all adopt mixed responsibility , the type of operations in which are similar, they are not all legal persons neither. But more differently, Dormant Partnership does not have group nature, the establishment of which dose not need registration, the property belongs to dormant partner and so on . But in Limited Partnership , the property is owned in common by all partners, the establishment need to register. At last is a comparison between Dormant Partnership and Consumption Credit.Part in : Analysis about Dormant Partnerhsip Framework of continental-law system. The dissertation analyses several kinds of legislative modes and concrete frameworks of Dormant Partnership of continental -law countries .All of them the modes of Germany, Japan and Taiwan District are most representative. Dormant Partnership, as a kind of company forms in German Commercial Code, as a kind of Commercial Act in Japanese Commercial Code and a kind of contract in Civil Law of Taiwan District, was arranged differently.Part IV.-Construction of Dormant Partnerhsip Framework in China. This part analyses the necessity to construct Dormant Partnership frameworks in China. Ultimately it studies four kinds of potential legislative modes. The four kinds of legislative modes are providing in Commercial Code, inacting the Universal Partnership Code, inacting a Partnership Ordinance and providingin Civil Law. After analyzing these four modes, the dissertation asserts the most suitable modes to our country is the forth modes. Continually, it gives some suggestion about the concrete construction of Dormant Partnership in our countries. |
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