On The Dormant Partnership

Dormant partnership system was rooted from commenda contract in the middle ages of Europe. Then the countries of mainland law system,such as Germany, France, Japan and Taiwan of our country established this system in their law. It was regulated in either code of civil law or code of mercantile law. There was neither the concept of dormant partnership nor system like dormant partnership at first in the countries of English-America law system. But along with the development of times, they were on to the advantages of these systems of dormant and two-combined company of mainland law system and established resemble system-limited partnership system. But along with the development of times, the countries of English-America law system was on to the advantages of dormant and two-combined company systems of mainland law system and established resembled limited partnership. The reason is that there are many differences on the law tradition between the two law systems. So when the countries of English-America system transplanted the systems they evolved them in order to accord with these countries' fact. No matter how the west countries regulated this system, there was one point that is not deniable, which is dormant partnership system and resembled limited partnership system have being driven the economy to develop at very fast speed from it came into being. Now this system is not out of decline, on the contrary, it has even more prosperous and become a kind of means of available financing.Along with the development of our marketing economy, there are a great lot of relations of dormant partnership in fact. But this relations has not been affirmed in the law of our country because of the confuse on the knowledge to dormant system and unhealthiness of correlative law environment which is very disadvantage for the economic development of our country, as well as cause this kind of dissensions solved difficultly when they are confronted in the justice practice. Dormant partnership system is demanded to be founded immediately in our country, so it is very necessary to study this system.This thesis consists of four parts. The first part mostly introduces what dormant partnership system is, that is made up of the essential concept nature and legal characteristics of dormant partnership. The emphasis of this part is comparing the legislature modes of mainland law system and English-America law system that make the readers have a clear knowledge of this system. The second part mostly introduces why dormant partnership system should be established in the law of our country, which is the legislature value of dormant partnership. At first, this part analyses the legislature actuality of dormant partnership system in our country. Then based on analyzing the feasibility to establishing this system, makes a conclusion that it is very necessary to establish dormant system in the law of our country. The third part mostly encircles how to establish dormant system in our country. Analyzing to legislature position of dormant partnership in our country law, this part deduces the best mode that the writer think. The fourth part mostly analyzes establishing specific law system of the dormant partnership.This thesis has four features and innovations, as follows: 1 .Before discussing the establishment of dormant partnership system, this thesis introduces this system fully and integrates the specific rules in other countries' law about this system and the fruit in theories, at the same time advances some viewpoint of myself. It makes dormant partnership system very clear. 2. As discussing the legislature value of dormant partnership system, this thesis catches hold of the advantages of dormant partnership as follows: the rationality in setting right and obligation, available combining between capital and management and the blend burden, etc. Then it deduces that the dormant partnership system not only adapts the development of marketing and knowledge economy, but also is in favor of perfecting our law. 3. This thesis compares the legislature modes of the west countries and deduces that why the legislature modes present a lot of different is that these countries have different law tradition and comprehending about dormant partnership system. But whatever modes they regulates, there are one point not denied, that is this system combined the other correlative law system cooperates efficiently very much in their own countries' law. 4. in the last part, this thesis combines our law tradition, legislature actuality and the correlative theories, then deduces that dormant partnership should be looked as a special form of partnership contracts in our country's law. So it should be regulated in Contract Law or in the debt edit in the future Code of Civil Law in our country.On the condition that the channels of the financing and investment are not free in our country, it is demanded immediately to establish these factual relationship in the law. But we can not transplant blindly so that make our correlative law systems get into contradiction. If we do that in this way, it will not only go against the economic development, but also make the leak in the law that provides speculator the opportunity given by. This thesis takes this as base point and discusses the dormant partnership system quite roundly. But because of the scale of the materials, it still exists some lacks. The only hope is that it can cause more attention about this system in theory so that can establish a set of rather self-contained dormant partnership system.