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The American Chamber of Commerce in South China

the Partnership Law. The general provisions provide 缁??????釜浜轰?寰?互涓????薄?????????ㄤ俊??
that a partnership company is a non-legal person or- ?????娈典吉????瑰?渚靛?浠?汉?????????缁??
ganization and thus does not have the status of a legal ???浜哄????涓???朵???娇?ㄣ???寮??????汉??
person, but it may engage in civil activities in its own ???锛?????寰?????瀹???ゅ????缁?????浜?
name35. The chapter on contracts adjusted the legal re- ???锛?????????╀汉涓??浠ュ?琛ㄣ????躲???
lations of a civil partnership, highlighting that an in- 琛????绉????瑙???瑰?浣跨??????寮??????汉??
ternal relation of a partnership is subject to a general ??????????????渚垫?璁ゅ?涓??瑕??浠ヨ??╀负
provisions for the legal relationship of the partnership. ???锛????搴????镜?????????寮????己???
The Partnership Law, on the other hand, fully provides ???淇????
for the rules of internal and external relations of the
partnership, which is a special provision for commer- ????????娉?????瀹???????????浣跨????
cial partnerships. 40锛???????娇?ㄥ???腑?充????浣跨??℃???В
??41??娇?ㄦ???42??
The Civil Code provides that prior to the termination of
a partnership contract, a partner may not divide part- ???娉?????涓????浜??涓??瑙??锛?????浜哄０
nership property36. Partnership property is common ?崇?淇??锛???т娇?ㄨ????淇??????宠?瀹???
property, jointly managed and employed by the part-
ners. However, this chapter only provides general pro- c. 浜烘????娴?
visions of the partnership, while the Partnership Law
has specific provisions for commercial partnerships ???浜哄?浠ヨ?姹??涓轰汉???渚靛?????ゅΘ纰????
which provide that the partnership company shall not ?ゅ??┿????ゅ奖?????澶??瑾????绀奸?姝??姹?
divide its partnership property prior to liquidation37. ??????涓?堪???涓????璇???舵????瀹?43???
绾??渚垫?璐ｄ换?虹?绔???讹?绮剧????璧??涓??褰?
Article 970 of the Civil Code, based on Article 34 of the ??44??
General Principles of the Civil Law, fully elaborates on
undertaking partnership affairs. First, the partnership 浜烘????渚靛?涓??规?璇??璇??琛?负浜烘??ㄥ??芥?
affairs decisions shall follow the principle of unanimous ???灏???戒镜瀹冲?浜烘????杩??琛?负锛???????
consent, unless otherwise agreed to the partnership 姝㈠?浣垮???????????句互寮ヨˉ???瀹崇?锛????
contract. Second, in principle, partnership affairs shall 渚????汉姘???㈢?璇疯?涓轰???45??
be jointly executed by all partners. Third, this Article
established a system for partnership affairs undertaken d. ?ч???
by entrusted partners. Fourth, it adds a partner objec-
tion system. Any partners who execute partnership af- ???娉?????涓????涓????瑙??锛???????浜烘?
fairs believing that the execution by other partners is ?匡?浠ヨ?璇????瀛?????????浣??涓虹??瑰?瀵逛?
improper and may damage the interests of the partner- 浜哄??芥?ч??扮?锛??瀹充汉???渚??璇锋?琛?负浜烘?
ship may raise objections, and other partners should ???浜?矗浠汇????炽???涓?????＄????搴?????
suspend such partnership acts. ??bjections?? means ???????叉?ч??般??????璇?????ュ?缃????
a partner may express opposition to specific conduct ?斤??叉????姝㈠??ㄨ??????灞??绯荤?瀹???ч?
of other partners, rather than dissatisfaction with the ?般??????℃?纭???ㄤ汉???搴???????????
matter executed by other partners. Whether the execu- ?层???璇????缃?????锛???插??舵??ч??拌?
tion of such acts should be suspended, depends on the 涓猴?浠ラ??舵?ч??拌?涓虹??????
unanimous decision of all partners. The objection sys-
tem, which was previously set forth in the Partnership 40 ???娉?????涓????浜????
Law, Article 2938, is extended to all partnerships pursu- 41 ???娉?????涓????浜??涓???
42 ???娉?????涓????浜??浜??
35 Civil Code, Article 102 43 ???娉?????涔??涔??浜??
36 Civil Code, Article 969 (2) 44 ???娉?????涔??涔?????
37 Partnership Law, Article 21 (1) 45 ???娉?????涔??涔??涓??
38 Partnership Law, Article 29 reads: if each partner may separately
execute the partnership affairs, and the partners executing the partners

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