The Research Of Dormant Partnership

Dormant partnership originated in the medieval Commenda contract.There are clear legal provisions both in the Civil Law system and the Anglo-American Law system.Dormant partnership is a special form of partnership between an dormant partner and public operators.An dormant partner invests in the business of public operators,and have the right to transfer capital is used by the operator to manage the business.A dormant partner,who is sharing operating profits according to the agreement,does not participate in business management,and assumes limited liability within the limits of capital subscribed by the party.This article summarizes the characteristics of the dormant partnership system,sums up the advantages of the dormant partnership system,compares it with current concepts in our country which are easy to be confused,and highlights the characteristics of the dormant partnership.By using the comparative method,it analyzes the dormant partnership system which is clearly defined in some countries and regions of the Civil law system and the Anglo-American law system,and provides reference for the identification of the dormant partnership in judicial practice,and it is also significant to China's judicial trail.With regard to the phenomena of dormant partnership currently existing in our society,this paper sorts out and summarizes the potential risks in the dormant partnership,starting from the reasons of the establishment of dormant partnerships,and analyzes the original intention of the parties to establish an dormant partnership,that provides a theoretical basis for the identification and dispute resolutions of dormant partnerships.Through combing and summarizing a large number of cases,the article finally put forward some suggestions for establishing an dormant partnership to prevent the occurrence of disputes,attempt to reduce the burden and risk for investors and operators.The full text is divided into three parts,including introduction,text and conclusion.The first part is the introduction,introducing the provisions of the dormant partnership in the civil law system and the Anglo-American law system,expounding the characteristics of the dormant partnership in China,and the methods of resolving the dormant partnership dispute under the current legal provisions.The second part is the text,divided into four chapters.The first chapter is the case evidence of the dormant partnership disputes.Through the enumeration of the three cases,it briefly summarizes the existence of dormant partnership disputes.Meanwhile,the judicial practice standards in our country are not unified.We briefly summarize the relationship between the judicial referee and the dormant partnership,and make a brief distinction with the dormant partnership.The second chapter is an overview of dormant partnerships,through the source and development of dormant partnerships,the background of the existence of dormant partnerships,the capital contribution in dormant partnerships,the contractual nature of parties,dormant partnerships,dormant partnerships and similar concepts.Comparative research,introducing the characteristics of dormant partnerships.The third chapter is the argumentation of the nature of the dormant partnership contract.Starting from the dormant partnership agreement,the party's intention autonomy is taken as the core element,emphasizing the concealed characteristics of the dormant partnership,and the implicit partnership agreement meets the requirements of the contract relativity.The contractual nature of dormant partnerships,and on the basis of contractility,explore the characteristics of dormant partnerships.Although contractual dormant partnerships give full play to their superiority,there are still many deficiencies in comparison with the organizations that have a dominant position,which deserves attention.The fourth chapter is a review and summary of the handling of dormant partnership disputes in China's judicial practice.It summarizes the types of dormant partnership disputes and the reasons for the establishment of dormant partnerships,and classifies potential risks in dormant partnerships.Make reasonable suggestions for the parties of the dormant partnership for reference.The third part is the conclusion,once again expounding the status quo of the dormant partnership in China,reaffirming the reality that it can not be avoided,the issues that need to be faced and solved in practice,and suggestions on identifying dormant partnership and resolving dormant partnership disputes.Again,respond to the purpose of writing this article.