Prof. GU Minkang – Development of Enterprises: Systems and Relevant Theories from the Angle of Company Law

According to traditional company law theories, there are at least ve dierences between a Company and a partnership:

(1) a company is a legal person while a partnership (or sole proprietorship) is not,
(2) shareholders of a company can enjoy limited liability while partners bear unlimited liability,
(3) a company faces double Taxation while a partnership does not pay taxes,
(4) a Company has an independent personality and enjoys an independent management power while in a partnership situation, only partners operate the business,
(5) a company is mainly regulated by law while partnership is mainly regulated by contract.

Based on the recent developments of US Company law and other business laws, this lecture intends to point out that these distinctions are becoming vague because there is a tendency towards companies and partnership sharing more similarities. Thus, this lecture tries to outline some changes of company law theories in the near future.