미국의 파트너쉽 제도 - 민법상 조합에 대한 시사점을 중심으로 -

Abstract

This article explores the foundational unincorporated business entity statute in the U.S., the Uniform Partnership Act (1997). A partnership in common law has historically been considered to be a mere aggregate of its individual members and is not recognized as a separate legal entity. This view of the partnership has become eroded somewhat over the years through changes made by the Uniform Partnership Act (1914) and more recently, by Uniform Partnership Act (1997). The UPA (1997) declares: “A Partnership is an entity district from its partners.” A number of key sections of the UPA (1997) clearly do refect the entity approach rather than aggregate approach. A partnership is not a legal person. Nevertheless, under the UPA (1997) it is clear that a partnership is a legal entity and a juridical person. A partnership can own and convey property, and sue or be sued in the name of the partnership. The UPA (1997) continues the traditional rule that general partners are jointly and severally liable for the obligations of the partnership, but authorized a general partnership to elect to become a limited liability partnership(LLP) by filing a registration statement in the public office. The UPA (1997) contains provisions authorizing general partnerships to merge, or convert into any other type of entity or authorizing other types of entities to merge. Another changes introduced by the UPA (1997) is provision for the public filing of statements containing basic information about a partnership, such as the agency authorities of its partners. These changes to partnership law in U.S. may have implications for the study on general partnership theory in Korea.