civil law of partnership

A partnership is a nominate contract between individuals who, in a spirit of cooperation, agree to carry on an enterprise; contribute to it by combining property, knowledge or activities; and share its profit. Partners may have a partnership agreement, or declaration of partnership and in some jurisdictions such agreements may be registered and available for public inspection. In many countries, a partnership is also considered to be a legal entity, although different legal systems reach different conclusions on this point.
[edit]Germany
Main article: Kommanditgesellschaft
Partnerships may be formed in forms of the General Partnership (Offene Handelsgesellschaft, OHG) or Limited Partnership (Kommanditgesellschaft, KG). A partnership can be formed by only one person. In the OHG, all partners are fully liable for the partnership's debts, whereas in the KG there are general partners with unlimited liability and limited partners whose liability is restricted to their fixed contributions to the partnership. Although a partnership itself is not a legal entity, it may acquire rights and incur liabilities, acquire title to real estate and sue or be sued
[edit]China
Main article: Partnership (China)
In mainland China, a partnership enterprise encompasses two types of partnerships：general partnerships and limited partnerships.[2] A general partnership comprises general partners who bear joint and several liabilities for the debts of the partnership enterprise.[2] There is a special general partnership which can be employed by professional service providers such as accountant firms and law firms. A limited partnership enterprise includes general partners and limited partners where the limited partners are liable only to the extent of their capital contributions.[2]
[edit]Japan
The Japanese civil code provides for partnerships by contract, which are commonly known as nin'i kumiai (任意組合?) or "voluntary partnerships." A more recent statute has allowed for the creation of limited liability partnerships.
One form of partnership unique to Japan is the tokumei kumiai or "anonymous partnership," in which partners have limited liability so long as they remain anonymous in their capacity as partners and do not participate in the operation of the partnership. Japan provides for partnership-like corporations called mochibun kaisha.

[edit]Netherlands
Accountants in the Netherlands organized themselves for the first time as partnerships in 1890 when two single proprietorships bundled their efforts to form a partnership. The event was followed by numerous other events, including additional consolidation and entrepreneurship, mergers and acquisitions, internationalization regulatory and economic discontinuities that changed the sector dramatically. Partnerships differ from private and public corporations in that all partners are fully responsible for decisions made by any of the partners. A historical and organizational study of accounting partnerships in The Netherlands over the period 1890-1990 showed that partnerships benefit greatly from supplementing partners with associates ( the ratio of partners to associates refers to "leverage' and greatly impacts the partnerships survival odds, but only partners as so called residual claimants are liable for the conduct and performance of the partnership as firm). Also the heterogeneity of the partners as a group of professionals benefits from compositional effects such as homogeneity in experience and other demographic characteristics. [3]
[edit]Common law

Under common law legal systems, the basic form of partnership is a general partnership, in which all partners manage the business and are personally liable for its debts. Two other forms which have developed in most countries are the limited partnership (LP), in which certain limited partners relinquish their ability to manage the business in exchange for limited liability for the partnership's debts, and the limited liability partnership (LLP), in which all partners have some degree of limited liability.
There are two types of partners. General partners have an obligation of strict liability to third parties injured by the Partnership. General partners may have joint liability or joint and several liability depending upon circumstances. The liability of limited partners is limited to their investment in the partnership.
A silent partner is one who still shares in the profits and losses of the business, but who is uninvolved in its management, and/or whose association with the business is not publicly known; these partners usually provide capital.
[edit]Hong Kong
Main article: Partnership (Hong Kong)
A partnership in Hong Kong is a business entity formed by the Hong Kong Partnerships Ordinance, which defines a partnership as "the relation between persons carrying on a business in common with a view of profit" and is not a joint stock company or an incorporated company.[4] If the business entity registers with the Registrar of Companies it takes the form of a limited partnership defined in the Limited Partnerships Ordinance.[5] However, if this business entity fails to register with the Registrar of Companies, then it becomes a general partnership as a default.[5]
[edit]Australia
Main article: Partnership (Australia)
Summarising s. 5 of the Partnership Act 1958 (Vic) (hereinafter the "Act"), for a partnership in Australia to exist, four main criteria must be satisfied. They are:
Valid Agreement between the parties;
To carry on a business – this is defined in s. 3 as "any trade, occupation or profession";
In Common – meaning there must be some mutuality of rights, interests and obligations;
View to Profit – thus charitable organizations cannot be partnerships (charities are typically incorporated associations under Associations Incorporations Act 1981 (Vic))
Partners share profits and losses. A partnership is basically a settlement between two or more groups or firms in which profit and loss are equally divided
[edit]United Kingdom limited partnership
Main articles: UK partnership law and Limited Partnership Act 1907
A limited partnership in the United Kingdom consists of:
One- twenty people (except in solicitors and banks) called general partners, who are liable for all debts and obligations of the firm; and
One or more people called limited partners, who contribute a sum/sums of money as capital, or property valued at a stated amount. Limited partners are not liable for the debts and obligations of the firm beyond the amount contributed.
Limited partners may not:
Draw out or receive back any part of their contributions to the partnership during its lifetime; or
Take part in the management of the business or have power to bind the firm.
If they do, they become liable for all the debts and obligations of the firm up to the amount drawn out or received back or incurred while taking part in the management, as the case may be.