前近代中国合伙企业组织的产权制度特征

前近代中国合伙企业组织的产权制度特征,学界尚无总括性、理论性的论述。本文尝试性地归纳其特征为:合伙企业资本有正本、副本、附本、客本等称谓,内涵各异,其实质似同于现代企业股本和企业准备金等组合;借本和领本于合伙企业的地位最易混淆,前者为债权,后者为委托代理经营;合伙企业的股份指向有以资本为标的和以收益为标的两种方式,后者为传统合伙特色,有其合理性;合伙企业的产权之变更与转让已形成普遍规则,且涵盖了无形资产的产权。另外,前近代中国的合伙企业是否具有法人地位、是否存在有限责任的问题,颇具争议性,本文亦作出自己的分析。

The Characteristics of the Property Right System of Enterprise Organizations in Pre-modern China

There is no general and theoretical discussion on the characteristics of the property right system of partnership organizations in modern China.This paper tentatively points out that there are different types of partnership principle,which are essentially the same as the combination of modern corporate equity and corporate reserves.The position of borrowing capital(借本)and receiving principal(领本)in the partnership is the most easily confused.The former is creditor's rights,and the latter is entrusted agency operation.The share proportion of partnership has two ways:capital as the subject and income as the subject.The latter is the characteristic of traditional partnership and has its rationality.The change and transfer of the property right of the partnership has formed a general rule and covers the property right of intangible assets.In addition,the issue of whether partnerships in pre-modern China have legal person status and limited liability is quite controversial.This paper also makes its own analysis.