4 Enterprise Law

Abstract

When the profoundly revamped Civil Code of 2002 came into force, the Commercial Code of 1850 was revoked and its provisions on partnership law were reformed and integrated into the new Code’s chapter on enterprise law. Thereby, the term ‘commercial’ disappeared from the Code(s). It was to some extent substituted by the expression ‘enterprise law’. However, the CC-2002 does not define an enterprise or business contract. It provides a definition for the terms ‘entrepreneur’ and ‘enterprise’. This makes sense because the Code’s chapter on enterprise law only addresses partnership and company law. Consequently, this chapter will focus on the characteristics of partnerships and limited liability companies. It will analyse these standard forms of business organizations and compare them with the stock corporation, which is regulated in a stand-alone act. Again, the aspect of risk allocation and the robustness of respective contractual clauses in potential conflicts will be a centre piece.