On The Legal Status Of Partnership

As early as the promulgation of the general principles of the civil law of the People's Republic of China, there are many arguments about the definition of the civil subjects especially the status of the partnership. Partnership is based upon the contract of the parties according to most of scholars, so it's different from the legal person and doesn't have status of civil subject. But as we can see, the development of partnership has presented some characters of the group around the world in the last century;also many countries have changed their normal attitudes and recognized the subject status of the partnership. In the end of the 1990s, the subject status of partnership has attracted much attention again by many domestic scholars with legislation of the Civil Code and therefore many notions have been formedThe enquiry, whether the partnership has subject status derived from historical exploration and analysis of the institution of the group personality, the purpose of which is to try to identify the essences of the group personality, in other words, which modes should be adopted in order to have subject status for a group, should it be an independent responsibility or a limited liability of the members? According to the exploration of the writer, the independent and limited liability is not the necessary condition for group modes in history but an outcome of the development of chartered companies in modern times. Actually, we can still see admission of the subject status of other company modes after the independent and limited liability has become essence of the foundation of companies, for instance the limited partnership and unlimited companies. My opinion is that, the formalization of the group personality is the normal state in history through analysis. The decline of the partnership as a subject in modern times was originated from the rise of chartered companies. With extension of the overseas trade and emergence of the mercantilism in the period of the developing of capitalism in modern times, the limited liability mode of chartered companies gradually obtained favor of the investors. So corporations that bear limited responsibilities finally became normal mode of the group legal persons to the 19th and 20th centuries and the partnership is excluded from legal subjects.The opinion of the writer is that it is an enclosure to establish a group personality by norm of limited liability companies. Company is only one of the forms of groups, if we do so, the possibilities of other organizations, which also have group characters but don't shoulder the limited liability to be legal subjects will be hindered. The trendof legal subjects in many countries in the 20th century is just a breakthrough of this enclosure, which aims to design a broader subject mode on a higher horizon that is formal subject. Based on the above understanding, the writer maintains that we should abandon the notion that judges the legal subject of all organizations by norm of company and confirms in law the formal subject of partnership. This not only grows from the conclusions of historical exploration but also is the inevitable trend of the development of the subject modes in the world.