‘Co-partnership’(合夥) during the Ming and Qing dynasties refers to the way of management or capital organization of merchants. Despite the introduction of the Western corporation system in the late Qing period, co-partnership in Shanghai industrial enterprises still accounted for a large portion even in the 1930s. This article focuses on how the co-partnership of the Ming Dynasty changed in the Republic of China and how it appeared in contract documents. Through this, I reviewed the process and aspects which the private contract practices that existed as a social norm enter the national legal system according to the implementation of modern civil law.BR The legitimacy of a business in a co-partnership system was in the agreement between parties. By clearly describing the contents, contract documents secured considerable binding power among the parties to the contract. Therefore, the contracts are legal documents that confirm the rights and obligations between partners. In traditional Chinese society where a related national law was absent, private order was maintained by long-term private contract practices.BR Contracts included basic terms such as the name of the business, the place and type of business, the name of the shareholders, the total amount of capital and the number of shares. When the Republic of China adopted contracts, they also recorded the shareholders’ meeting, the audit committee, the distribution of profits and sharing of debt repayment, which was more normative and complete. It seems to be normative as if it were similar to the agreements of modern companies due to the influence of modern corporate law.BR The most controversial issue in the operation of a business partnership was the liability for debt repayment, in which it was customary to adhere to the principle of sharing according to the amount of investment. However, the Civil Code in 1911 stipulated joint sharing, and the Civil Code in 1929 promulgated an infinite solidarity responsibility, resulting in conflicts among merchants.BR The government originally intended to enact a modern corporate law and convert traditional companies into modern companies, but merchants preferred traditional companies. Therefore, in order to minimize these conflicts, the government respected the existing status of traditional companies that did not belong to the modern Enterprise Law(公司法), but instead tried to put it into the legal system in the Civil Law(民法). The government recognized the traditional ways and systems established through contractual practices between parties. However, since the rights of creditors were not sufficiently protected, the law stipulated that they should be responsible for the repayment of debts.
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