摘要
相较于1997年《合伙企业法》,修订后的《合伙企业法》在制度上有许多调整,公司可以参与合伙并可以成为普通合伙人即是其中较为重要的创新之一。但是,公司作为法人成为普通合伙人参与合伙企业经营和管理,毕竟与自然人以普通合伙人的身份参与到合伙企业之中有着很大的区别,可能对公司、公司股东特别是小股东、公司债权人等造成不利影响。在实践中,公司作为普通合伙人所带来的诸多问题并没有引起实务界和理论界的关注。而这些问题的解决,有助于公司在利用合伙企业的投资优势的同时,能够建立适中的风险防范机能。
The revised Act of the Partnership Firm of the People＇ s Republic of China taking effect on 1 st June, 2007 has made significant changes compared with the Act of the Partnership Firm 1997, of which that a corporation can invest in a partnership and become a general member of the firm is an important element. Being a corporate body, however, a corporation＇ s participating in the operation and management of the firm is quite different from that of a natural person. As such, many problems may arise, to illustrate, how to arrange an individual to participate in the management of the firm on behalf of the corporation and how to deal with the trust cost and the interest conflict between the corporation trusted by the natural person and the partnership ; how to disclose information among the corporation as a general partner and other partners; and how to bear the liability risk of the partnership so as to avoid imposing unfavorable impact upon the corporation, the shareholders, especially the minor shareholders and the creditors, etc. Unfortunately, attention has not been called to such problems both in logic and in practice. This paper, therefore, hopes that a little consideration from the angle of law of the problems may breed some consciousness of the risk prevention while the corporation is taking advantage of the investment in the partnership.
出处
《现代法学》
CSSCI
北大核心
2008年第5期77-85,共9页
Modern Law Science
关键词
公司
合伙企业
普通合伙人
corporation
partnership firm
general partner
