Symposium: American Law Institute’s Corporate Governance Project :Revolution ersus Evolution In Corporation Law,52 Geo. Wash. L. Rev. 557 George Washington Law Review May/August, 1984.
在美国,出资400美元就可登记一家独家企业。独资企业作为企业法人,要承担无限责任,但许多个体户从实力上看并无承担此无限连带责任的能力。有关专家指出,什么样的个体户可以登记为企业,以三点为界:1、没有固定经营场所的流动摊贩不算独资企业;2、季节性经营的,经营时间无法连续进行计算的不算企业;3、生产产品主要目的不是用来经营,而是用来消费的,不算个体独资企业。美国70%的企业是个人独资企业,且大部分以中小企业为主。参见宋永新:《美国非公司型企业法》,北京:社会科学文献出版社2000年,第176页。
Paul H. Ode, Jr., Esq. , Ten Questions Regarding Choice Of Business Entity, 27-DEC Vt. B.J. 29 Vermont Bar Journal December, 2001 Feature.
《Uniform Partnership Act》 §6. Partnership Defined:(1) A partnership is an association of two or more persons to carry on as co-owners a business for profit.(2)But any association formed under any other statute of this state, or any statute adopted by authority, other than the authority of this state, is not a partnership under this act, unless such association would have been a partnership in this state prior to the adoption of this act; but this act shall apply to limited partnerships except in so far as the statues relating to such partnerships are inconsistent herewith.
Martha Minow ,Public And Private Partnerships: Accounting For The New Religion, 116 Harv. L. Rev. 1229 Harvard Law Review March, 2003 Symposium: Public Values in an Era of Privatization.
Steven A. Waters,Partnerships, 55 SMU L. Rev. 1271 SMU Law Review Summer 2002.
《Uniform Partnership Act》§13. Partnership Bound by Partner’s Wrongful Act:Where, by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership or with the authority of his co-partners, loss or injury is caused to any person, not being a partner in the partnership, or any penalty is incurred, the partnership is liable therefor to the same extent as the partner so acting or omitting to act.
《Uniform Partnership Act》§14. Partnership Bound by Partner’s Breach of Trust―― The partnership is bound to make good the loss:(a) Where one partner acting within the scope of his apparent authority receives money or property of a third person and the misapplies it; and (b)Where the partnership in the course of its business receives money or property of a third person and the money or property so received is misapplied by any partner while it is in the custody of the partnership.
《Uniform Partnership Act》 §15. Nature of Partner’s Liability――All partners are liable:i.Jointly and severally for everything chargeable to the partnership under sections 13 and 14.ii.Jointly for all other debts and obligations of the partnership; but any partner may enter into a separate obligation to perform a partnership contract.
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