미국 통일파트너십법(Uniform Partnership Act)상 파트너십과 그 시사점 -결성, 운영 및 해소를 중심으로

Abstract

In this paper, the basic composition of the US partnership was examined based on the contents of the Uniform Partnership Act(UPA) and its revised version(Revised Uniform Partnership Act). The partnership is the only organization with a profit-making purpose that does not require any formalities. Even if there is no contract, its formation can be recognized, and usually each individual partner has equal authority and freedom to deviate from the partnership. Both before and after the revision of the UPA have elements based on aggregate view and entity view, for example, even before the revision specifying the entity view, real estate could already be acquired or disposed of in the name of the partnership. In the revised version, the entity view was put forward more fully. This shows that there is a realistic need to recognize the existence of the partnership, and that explicit regulations are required to realize such a need. These basic attitudes and changes in the partnership provide some implications for the understanding of associations under our civil law. First of all, unlike the partnership in the United States, our association does not require profitability, so it covers more comprehensive area, and does not explicitly allow the acquisition of real estate in its name. In addition, in the case of partnership, while it is the only organization that does not require registration, the association divide the area with a highly utilized organization called an unincorporated juridical organization. Therefore, under the current law, there is insufficient logical basis for recognizing the association as a stronger organization or an organization at a similar level than the unincorporated juridical organization. In our association, which uses the contract as the basis for its formation, there is not much need for a logical basis and practical need to strongly recognize the nature of the entity in areas beyond explicit regulations. Of course, through the revision of the law it can be treated as a real entity, and it is considerable. In this regard, it is also worth noting the revision of Germany. However, there must be enough concerns about the nature and status of association on the way to revision. In the relationship between our association and other entities, there are obvious differences from the U.S. partnership or German ‘Gesellschaft’.