On The Responsibility Of The Partner, In Our Laws

Partnership is an old form of corporate business and economic organization. It presented its rudiment in 18 century BC as well as relevant regulations related to partnership. Partnership was initially the basic form of unit between natural persons; as time flied through history, economic organization has developed greatly in thousands of years. Up to now, the main body of economic organization legal system is constructed on the basis of juridical person system. But partnership still remains the vigor of development, boasting vitality by evolving its forms and characters.The core of partnership legal system is the liability of partners in different kinds of partnership enterprises. Partnership does not have independent civil legal status. On the one hand, we should encourage the development of partnership due to stimulating investment and economic development; on the other hand, the special feature of partnership needs special protection of partnership creditor, which is fundamentally reflected by the legal regulations of liability on partners.Our country has formed a comprehensive legal system regarding partnership, including General Principles of the Civil Law of the People's Republic of China, Opinions of the Supreme People's Court on Several Issues concerning the Implementation of the General Principles of the Civil Law of the People's Republic of China, Partnership Enterprise Law of the People's Republic of China. The forms of partnership comprise general partnership enterprise, special general partnership enterprises, and limited partnership enterprise. The legal system of liability on partners also developed accordingly.The dissertation focuses on the angle of legal liability on partners, and uses theoretical comparative methods to study several questions regarding this field. This dissertation is divided into following five parts: the first part is the main legislation and theory of partnership, the second part concentrates on the legal status of partnership and partner qualifications, the third part expounds the basic issues of legal liability on partners from general point of view, the fourth part discusses the internal liability of partners, especially the liability of capital contribution and relevant questions, the last part analyses the liability of debts on partners by classifying partnership into three kinds: general partnership enterprises, special general partnership enterprises, and limited partnership enterprises. In the conclusion, the dissertation makes some evaluation on newly amended Partnership Enterprise Law of the People's Republic of China.