What is the Partnership Law What is the Partnership Law?

It is a law that stipulates various relevant provisions of the economic form of partnership, such as the creditor-debtor relationship between partners.

A partnership is not a legal entity. According to Article 57 of the Civil Code, a legal person is an organization that has the capacity for civil rights and civil conduct, and independently enjoys the right of civil search and monitoring and bears civil obligations in accordance with the law. Article 102 stipulates that Tong Ran is an unincorporated organization that does not have the status of a legal person, but can engage in civil activities in the name of its own world in accordance with the law.

Unincorporated organizations include sole proprietorships, partnerships, professional service organizations that do not have legal personality, etc. Article 103 stipulates that unincorporated organizations shall be registered in accordance with the provisions of the law. Where laws or administrative regulations provide that the establishment of an unincorporated organization must be approved by the relevant organs, follow those provisions.

Article 57 of the Civil Code provides that a legal person is an organization that has the capacity for civil rights and civil conduct, and independently enjoys civil rights and bears civil obligations in accordance with the law. Article 102:Unincorporated organizations are organizations that do not have the status of a legal person, but are able to lawfully engage in civil activities in their own name. Unincorporated organizations include sole proprietorships, partnerships, professional service organizations that do not have legal personality, etc.

Article 103:Unincorporated organizations shall be registered in accordance with the provisions of law. Where laws or administrative regulations provide that the establishment of an unincorporated organization must be approved by the relevant organs, follow those provisions.

Legal Analysis: Partnership refers to general partnerships and limited partnerships established by natural persons, legal persons and other organizations within the territory of China in accordance with this Law. A general partnership is formed by general partners, who are jointly and severally liable for the debts of the partnership.

Where this Law has special provisions on the form of liability of the general partner, follow those provisions. A limited partnership consists of a general partner and a limited partner, with the general partner jointly and severally liable for the debts of the partnership, and the limited partner liable for the debts of the partnership to the extent of their subscribed capital contributions.

Legal basis: Partnership Enterprise Law of the People's Republic of China

Article 3 Wholly state-owned companies, state-owned enterprises, listed companies, public welfare institutions, and social organizations shall not become general partners.

Article 4 The partnership agreement shall be concluded in writing by all partners through consensus in accordance with the law.

Article 5 The principles of voluntariness, equality, fairness, honesty and credibility shall be followed in the conclusion of a partnership agreement and the establishment of a partnership enterprise.

Article 6 The income from production and operation and other income of a partnership enterprise shall be subject to income tax by the partners separately in accordance with the relevant tax regulations of the State.

Article 7 Partnership enterprises and their partners must abide by laws and administrative regulations, abide by social morality and business ethics, and assume social responsibility.

Article 8 The lawful property and rights and interests of a partnership enterprise and its partners shall be protected by law.

1. The partnership is a contractual enterprise, and the **** is an equity enterprise.

China's "Partnership Enterprise Law" stipulates that a partnership enterprise is an enterprise in which the partners enter into a partnership agreement in accordance with the law, jointly contribute, operate in partnership, share benefits, share risks, and bear unlimited joint and several liability. The partnership agreement is the basis for the partners to enjoy the rights and assume the obligations, and the methods, amounts and terms of the partners' capital contributions, the methods for the partners to distribute profits and share losses, and the execution, dissolution and liquidation of the partnership enterprise are all operated in accordance with the partnership agreement concluded in accordance with the law.

The Company Law stipulates that the shareholders shall be liable to the company within the limit of their capital contribution in accordance with the proportion of their capital contributions, and shall enjoy the rights of the owner's assets, major decision-making and selection of managers according to the amount of capital invested in the company.

Second, the partnership does not have legal personality, **** has legal personality, which is the main difference between a partnership and a company.

This distinction has two meanings, the first is that the partnership only has a relatively independent personality, and **** has an absolutely independent personality. Second, it shows that the property of the partnership is only relatively independent, and the property of **** is absolutely independent.

A partnership is a combination of independent partners under a partnership agreement and has the nature of a personal partnership. A partnership only has a relatively independent personality, and it conducts business activities as an independent entity, and can own property in its own name, participate in litigation, and enjoy various other rights, but in terms of bearing debt liabilities, partners and partnerships have a joint and several relationship. The partners are jointly and severally liable for the debts of the enterprise, and each partner can enjoy rights and assume obligations on behalf of the other partners, even if they have an internal agreement on the proportion of debt liability, they cannot resist the external unlimited joint and several liability.

Third, the difference between partnership and **** in terms of responsibility is closely related to the difference between them in the structure of the right to celebrate the right of the industry.

The ownership structure of a partnership is a monistic structure, whereas the ownership structure of a corporation is a binary structure. The property of the partnership is not owned by the partnership organization, but is jointly owned by the partners, so the partners and the partnership are jointly and severally liable.

Fourth, there are also obvious differences between partnerships and companies, such as the method of establishment, the operating structure, the withdrawal and transfer of investment, and the continuation and dissolution of enterprises.

In short, the essential difference between the New Partnership Law and the New Company Law is that all partners of a partnership enterprise are jointly and severally liable for the debts of the partnership without limits. The company's shareholders shall be liable to the company to the extent of their capital contributions, and the company shall be liable for the company's debts to the extent of all its assets (if the shareholders of the company abuse the independent status of the company's legal person and the limited liability of shareholders, evade debts, and seriously damage the interests of the company's creditors, they shall be jointly and severally liable for the company's debts).