《国际商法》Partnership Law.pptVIP

May 4,2016 Chapter Eight :Partnership Law Development of Partnership Law The basic concept of partnership is as ancient as the history of collective human activity. Partnerships were known in ancient Babylonia, ancient Greece, and the Roman Empire. Hammurabi’s Code of 2300 B.C. regulated partnerships. During the Middle Ages, much trade between nations was carried on by partnerships. 1. Definition（合伙企业的定义） Development of Partnership Law By the close of the 17th century, the partnership was recognized in the English common law. When the United States became an independent nation and adopted the English common law in 1776, the English law of partnerships became a part of American law. In the early part of the 19th century, the partnership became the most important form of association in the United States. 1. Definition（合伙企业的定义） 1. Definition（合伙企业的定义） Definition of UPA Definition: An association of two or more persons to carry on as co-owners a business for profit.—Revised Uniform Partnership Act 1994(U.S.A.) Development of Partnership Law A partnership is a profit-making organization, all the partners in which conclude a partnership agreement, make joint capital contributions, conduct business jointly share incomes and risks and bear unlimited joint and several liabilities for debts of the partnership. 合伙企业是指由两个或两个以上的合伙人通过订立合伙协议(partnership agreement)，约定为经营共同事业、共同出资、共享收益、共担风险，并对合伙企业债务承担无限连带责任的营利性组织。 1. Definition（合伙企业的定义） 1. Definition（合伙企业的定义） 1.all the partners shall conclude a partnership agreement; 2.all partners shall make joint capital contributions; 3.all partners conduct business jointly; 4.all partners bear unlimited joint and severl liabilities for debts of the partnership enterprise. (1) An Association of two or more persons 具有两个以上的合伙人，可以是自然人(nature person)、法人(legal person)或者其他组织(partnership)。 (2) Carrying on a business 合伙人应当共同经营一项商业活动，共同出资。 2. Creation of partnership（合伙的成立条件） (3) Co-ownership（共有关系） 合伙人应当共同管理合伙企业 (4) Fo