Study On Dormant Partnership

The dormant partnership is originated in Commenda organization of the middleages. Hereafter the dormant partnership was established as a typical legal system inmost civil law countries. Because of adapting to the development of the small andmedium-sized enterprises, the system of dormant partnership now still in use. As atypical contract, the dormant partnership once existed in the history of China’s civiland commercial law. After the new founding of new China, the development of civiland commercial law had encountered great difficulties. Therefore dormant partnershipdisappeared in our legal system. Since the reform and opening-up, dormantpartnerships are widespread in our country with the rapid economic development. Theincreasing of dormant partnership disputes required our country to establish this legalsystem as soon as possible. This thesis divided into four parts as following:Chapter one introduces the history of dormant partnership. This part introducesthe legislative mode of civil law countries such as German, French, Japan and Taiwan,and the history of dormant partnership in china.The second part analyses the concept and legal nature of dormant partnership.Through analyses various kinds concept of dormant partnership, then defines theconcept of dormant partnership. There are four kinks understanding about the legalnature of dormant partnership. The first standpoint is that dormant partnership is akind of partnership contract; the second viewpoint is that it is one of the consumingloan contracts; and third understanding is that dormant partnership is a specialcontract of commercial law; the last opinion is that it is a kind of typical contract. We can draw a conclusion that dormant partnership is a kind of typical contract after theseanalyses.Part three summarizes the legal characteristics of dormant partnership throughthe compare with other legal system. Comparing the similar system of dormantpartnership contained general partnership, limited partnership, consuming loancontract and Joint Liability Company, clear and definite the difference betweenDormant Partnership with the similar system.The last part first discusses the necessity of establishing dormant partnership inour country. Based on the analyses of the concept and legal nature of dormantpartnership, proposes legislation mode to establish the system of dormant partnershipin China.