| Summary: | 碩士 === 東吳大學 === 法律學系 === 93 === During the last twenty years, the regulatory scheme of partnership in America has split into several forms, namely the “unincorporated business entities”, including the limited liability partnership（LLP） and the limited liability company (LLC), that provide business investors the liability shield against business debts and flexibility in corporate governmance. As a result, the United Kingdom enacted the Limited Liability Partnership Act in 2000, i.e. a new vehicle for professional partnerships and small firms. Moreover, Japan authority has drafted new laws for business organization, including the LLP and LLC. The variation of business organization is due to the transition of industrial environment from Industry Evolution to Knowledge-Based Economy. However, there is no related legislations on Taiwan business organization forms, providing businesses extensive autonomy in internal operation and segregating members of the businesses from personal liability. Afterwards, this research focuses on comparative study on the “Unincorporated Business Entities”- role-modeling the US mode as a proposal for the revision of Taiwan regulatory scheme in the future.
This research comprises eight parts as follows:
Chapter Ⅰ is a preface, illustrating the motives, purposes, methods, realm and limitations of this paper.
Chapter Ⅱ begins with the discussion about the variations of the business organization forms. It briefly depicts the “Corporate Artificial Person Theory” and the “Nexus of Contracts Theory” according to the analysis about concept and nature of business.
Chapter Ⅲ analyzes the distinctions between business entities incorporated as well as unincorporated. It explains the position of the legal person and limited liability of business investors does not exclusively belong to corporations, but for promoting whole social economic development and enhancing investments. Then, it discusses the limitation of incorporated business entities on utilizing human resources by comparing the characteristics of publicly held corporations, partnerships and other incorporated business entities, and brings up the concept and the fields of application of unincorporated business entities.
Chapter Ⅳ lays emphasis on regulatory scheme of “unincorporated business entities” in the United States. Since 1980, unincorporated business entities have developed vigorously on the grounds of the rigidity in the organizational structures, the enormous business operating cost and double taxation of corporations. It introduces new types of unincorporated business entities, including the limited liability partnerships (LLP), liability limited liability partnerships (LLLP) and limited liability companies (LLC) besides traditional sole proprietorships and partnerships.
Meanwhile, it introduces regulatory schemes of unincorporated business entities in other countries, including the limited liability partnerships in the United Kingdom and the GmbH&Co.KG in Germany, and makes reference to the legislation and drafts of business organization laws in Japan.
Chapter Ⅴ compares the unincorporated business entities in the United States in detail.
Chapter Ⅵ contrasts the development of unincorporated business entities in foreign countries with Taiwan, analyzes and reviews the business organization statutes, and the laws and decrees of the limitations on business organization forms and taxes comprehensively. In view of Taiwan's industrial environment, small and medium businesses are the foundations to promote the economic development and knowledge-based industries are the turning point of Taiwan's economy corresponding to chapter Ⅱ.Especially, Taiwan's small and medium businesses have the advantages of vertical division and industrial networks, and so it contributes Taiwan's businesses to be outstanding in the trends of global vertical division.
Chapter Ⅶ itemizes issues and proposes a tentative scheme for Taiwan business entities in the future.
Chapter Ⅷ comes to the conclusion of looking into the future of business entities.
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