Legal Subjectivity: The partners shall be responsible for repaying the debts of a partnership with their respective properties in accordance with the proportion of their capital contribution or as stipulated in the agreement.

Partners shall be jointly and severally liable for the debts of the partnership, unless otherwise provided by law.

A partner who repays partnership debts in excess of his share shall have the right to seek repayment from other partners.

Article 686 of the Civil Code: Guarantees include general guarantees and joint and several liability guarantees.

If the parties do not agree on the method of guarantee in the guarantee contract or the agreement is unclear, they shall bear the guarantee liability in accordance with the general guarantee.

Legal Objectivity: The way in which contractual businesses are held accountable.

What are the ways of assuming debts of a partnership? A partnership is a kind of entity engaged in production, circulation or service activities formed by two or more people (including natural persons, legal persons, and other organizations) establishing a mutual business relationship on the basis of a contract.

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Partnerships do not have legal personality and include three organizational forms: general partnerships, special general partnerships, and limited partnerships. The name of a partnership should indicate its organizational form, because partnerships have different liabilities based on their different organizational forms.

Way.

(1) The general partner bears unlimited joint and several liability for the debts of the partnership. Article 2 of the "Partnership Law" stipulates that "a general partnership is composed of general partners, and the partners bear unlimited joint and several liability for the debts of the partnership.", Article 30

Article 9: “If a partnership cannot pay off its due debts, the partners shall bear unlimited joint and several liability.”

It can be seen from this that a partnership should first bear the debts of the partnership with the company's property. From the perspective of the "combination of persons" feature, the general partners should bear unlimited joint and several liability.

The general partner's unlimited joint and several liability should be premised on the partnership's property liability. That is, only when the partnership's property is insufficient to pay off the partnership's debts, the partners will bear unlimited joint and several liability. Therefore, the author believes that the general partner is responsible for the partnership.

The debt shall be a supplementary unlimited joint and several liability.

In trial practice, if a partnership cannot repay its debts and its debtor only names one partner as the defendant and requires him to bear the debts of the partnership, the court should explain to the plaintiff that changing the partnership as a defendant cannot violate the provision of supplementary unlimited joint and several liability.

In principle, it is directly judged that a certain partner should bear the debts of the partnership.

Whether a partnership's creditors can name the partnership and its partners as co-defendants is also an issue worth exploring.

In order to resolve disputes as quickly as possible, effectively protect the partnership rights of creditors of the partnership, improve litigation efficiency, and save litigation costs, the partnership and the partners can be treated as co-defendants, because the partnership and the partners bear the same liability for repayment.

, only the order of repayment is different.

However, in trial practice, it should be considered that the partners bear supplementary unlimited joint and several liability. It should be made clear in the judgment document that the partners will bear supplementary unlimited joint and several liability only after the partnership cannot be repaid.

It is discussed above that partners of a partnership enterprise should bear supplementary unlimited joint and several liability. In trial practice, according to the law, "if the partnership enterprise cannot pay off its debts when due, the partners shall bear unlimited joint and several liability."

However, the "Partnership Law" has no specific provisions on when partners of a partnership bear supplementary unlimited joint liability and how to define "unable to pay off".

If liquidation is used as the standard to define "unrepayable", it will not be conducive to protecting the interests of creditors of the partnership and will also bring great inconvenience to the court's enforcement work.

If a partnership enterprise does not take the initiative to repay its debts as "unable to repay", it will not comply with the principle of supplementary unlimited joint liability, and will not be conducive to protecting the legitimate rights and interests of the partners of the partnership enterprise.

To this end, from the perspective of being conducive to resolving disputes and balancing the rights and obligations of partnership creditors and partnership partners, enforcement can be carried out on the partnership's deposits, cash, securities, finished products, semi-finished products, raw materials, vehicles, etc.

After the execution of the movable property and other property convenient for execution is completed, the status of the debt that has not been paid off is "unpayable".

(2) Limited partners bear limited liability for the debts of the partnership. Article 2 of the Partnership Enterprise Law stipulates that "a limited partnership is composed of general partners and limited partners. The general partners bear unlimited joint and several liability for the debts of the partnership. The limited partners bear unlimited joint liability for the debts of the partnership.

A person shall be liable for the debts of a partnership enterprise to the extent of his or her subscribed capital contribution." Based on the characteristics of a "joint venture", a limited partner shall bear liability to a partnership enterprise to the extent of his or her subscribed capital contribution.

It is conducive to the financing of partnerships and prevents investors from being deterred from partnerships due to worries about bearing supplementary unlimited joint liability.

(3) Special ways for special general partnerships to assume liability. Special general partnerships are professional service organizations that provide paid services to clients with professional knowledge and expertise. The professionalism and high risk nature of their practice lead to the generation of special liabilities.

Article 57 of the "Partnership Law" stipulates that "if a partner or several partners cause debts of the partnership due to intentional or gross negligence in the course of business activities, they shall bear unlimited liability or unlimited joint and several liability.

The liability shall be limited to the share of property in the partnership. All partners shall bear unlimited joint liability for debts of the partnership and other debts of the partnership that are not caused intentionally or due to gross negligence in the course of business activities.” The law also stipulates that partners shall bear unlimited joint liability.

Anyone who causes losses to a partnership due to intent or gross negligence shall be liable for compensation as agreed.

This is the minimum requirement for "integrity" of a partnership, which requires partners to perform their duties to the partnership.