Establishment and Disputes of Co-partnership's Joint and Several Liability during the 1930s——Concurrently Discuss of Native Partnership Liability
In 1930,Article 681 of the Civil Code of the Republic of China introduced joint and several unlimited liability for partnerships,expanding the scope of liability of partners for debt risks.However,businesspersons protested the disparity between the rights and obligations of partners.Under the protest of the merchants,Shu Lun Pan proposed the idea of"Pro-Rata's unlimited company"(分担无限公司),but it was not approved by the academic and business circles.At the suggestion of some legislators,the legislature indicated that the remedy could be in the business registration law..The registration of partnership firms was a prerequisite for the incorporation of local partnership customs into statutory law.Based on this,the custom of"Pro-Rata's liability"(按股分担)was incorporated into Article 9 of the Draft Commercial Registration Law.However,after many deliberations,the Legislative Yuan was unable to adopt Article 9 of the draft,and the controversy was eliminated through the civil law theory of anonymous partnership.This issue highlights the complex relationship between inherent customs and new styles of law,providing new insights into partnership liability in China.
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