Research On The Nature Of Partnership Organization Based On Chinese Civil Law

The General Rules of Civil Law transformed the traditional binary system of civil subjects of China into three elements system,and assigned the partnership organization with independent group personality directly.This change promoted the growth of partnership organization,but three elements system is facing some problems such as the impact on the civil subject tradition theory,the meaning detraction of the system foundation that differ the legal person with partnership,and so on.In order to solve the above problems and meet the development needs of the partnership in the future,we should gradually expand the narrow concept of legal person into a broad concept of legal person.To this end,at the current stage,a transitional concept ––quasi-corporation should be constructed at the theoretical level.The communities that equipped the same partnership organization with the legal person should be treated as quasi-corporation,and get equal or nearly equal policy treatment to the legal person.At the same time,it will lay a groundwork for the formation of a broad concept of legal person for the future.Apart from the introduction and the conclusion,the text consists of four chapters.The first part introduces the changes in the main body status of partnership organizations in The General Rules of Civil Law,and leads to research topics.The General Rules of Civil Law has incorporated the Partnership Organization under the unincorporated organization.Since then,individual partnership and Partnership Organization have developed into two branches.Among them,the partnership organization has become the third type of civil subjects and has an independent group personality.At present,the system foundation difference between legal person and Partnership is petering out and the development needs of Partnership Organization are increasingly diversified.So,how to locate the theoretical position of the Partnership Organization and how to design specific systems must be explored.The second part introduces the influence of the change from binary system of civil subjects to three elements system on the legal person and partnership organization.In The General Rules of Civil Law,there is only a small margin between legal person and Partnership,both the factual and legal attributes show a convergence tendency or even convergence.Since then,it will shock the logical access of traditional theory of civil subject.The third part introduces the concept of quasi-corporation and its theory.As a transitional concept from the narrow concept of legal person to the broad concept of legalperson,the quasi-corporation concept will promote the formation of a more inclusive legal person system,solve the logical defects of three elements system of civil subjects,meet the development needs of the partnership in the future,and be unable to detriment the authority of The General Rules of Civil Law.The current system,the freedom of association,the development needs of social organizations,and precedents of extraterritorial system all support to position partnership organization as quasi-corporation.At the same time,the necessity and feasibility of the theory of quasi-corporation are verifiable.The fourth part introduces the specific institutional design of the partnership organization under the position of quasi-corporation.In order to better tally with the position of quasi-corporation,Partnership Organization should continue to make the classification of profitable and not-profitable as legal person system,and be closer to the legal person system in key institutional aspects,such as establishment system,declaration of intention system,and bankruptcy system.