Partnerships With Capacity To Hold Rights

China is now stepping up the development of Civil Code, in which the subject of rightsis one of the core contents. However, the legal status of our partnerships have not achieved abreakthrough for a long period in theory, there are disputes over determination standards ofthe subject on the one hand, and confusions about concepts of partnership, associationswithout legal capacity and unincorporated society. While German Civil Code provides"partnerships with legal capacity", whether such provision can be used in our Civil Code, wehave to find out answers to these questions including, is legal capacity the determinationstandard of subject of rights? Is a partnership qualified to have legal capacity? And what is theperformance of a subject of rights?In the first part of this paper, the types of groups of several countries’ laws are firstlydiscussed to make clear that the legal status of partnerships, then elicit the fact of France andGermany’s endeavor to improve partnerships’ legal status. Two different provisions originatedfrom two different civil law systems: Institutiones law system and Pandecten law system. Theperspective of Institutiones law system is "person and matter",while the Pandecten law systemis "rights".In the second part, the paper discusses the influence to determination standards causedby the changing of perspective in civil law. The dispute over determination standards ofsubject of rights is depicted firstly, then analyse the reasons behind dispute, which are subjectto different modes of subject of rights in different countries, and multiple meanings of"personality", and ignorance of Classical General Theory of Private Rights. Then reviews theevolution of "personality" and "legal capacity" in history, coming to the conclusion that legalcapacity is the determination standard of subject of law. Savigne enlarged the legal capacityfrom person to artificial person in history, so nowadays it is feasible for us to re-enlarge it topartnerships.The third part of paper demonstrates the qualifications of partnerships’ legal capacity, andre-arranges the legal status of partnerships with capacity and artificial person and societieswithout legal capacity. As the legal capacity is an abstract criterion, what we need are some more specific standards to determine whether a group of people can be treated as a subject ofrights, these standards are theoretically called "group personalities". But we still have toclarify the relationships between "independent liabity","group personality","legal capacity"and "subject of rights". Partnerships with legal capacity has the group personalities ofindependent will, property and name, as for independent liability or joint liability is totally aproblem of allocation of the burden. In legal position, partnerships with legal capacity is notsubject to incorporated associations, while both of them have the capacity to hold rights, inview of this, they should be sub-concepts to "groups with legal capacity". Consequently, theopposite concept of groups with legal capacity is "groups without legal capacity", and we canclaim that unincorporated society consists of partnerships with legal capacity and groupswithout legal capacity, which stand outside the incorporated associations.The forth part of paper discusses partnerships’ evolution history and legislation of severalcountries. There are two types of legislation, one treats partnerships as a artificial persondirectly, the other one treats partnerships as a legal entity different from artificial person.However, it is advisable for china to give legal capacity to partnerships.The fifth part of paper addresses some types of partnerships that may have legal capacity,and analyses the legal capacity of dormant partnership. The commercial partnership isqualified to hold rights, so is the partnerships based on group.The sixth part gives thought to the performances of partnerships being a subject of rights.It can have property ownership, with added joint liability form as its liability form. Afterbeing given the legal capacity, partnerships of this type can become parties in lawsuits.The paper ends up with the conclusion that legal capacity is the determination standardof subject of civil rights, and partnerships with legal capacity should be written down in ourCivil Code.