1. Features of partnership 1.1.

General definition According to Enterprise Law in 2005, a partnership is a type enterprise in which there must be at least two members who are joint-owners of the company and make business operation under one common name, called general partners. General partners manage the business and they are equally liable for its debts. Besides, other individuals in a partnership, called limited partners, may invest but not be directly involved in management and are liable only to the extent of their investments. All the entities in partnership have close relationship with each other in order to conduct business for mutual benefit and also are responsibility for its debts not the company only. Unlike a Limited Liability Company or a corporation, in a partnership each partner shares equal responsibility for the company's profits and losses, and its debts and liabilities. The partnership itself does not pay income taxes, but each partner has to report their share of business profits or losses on their individual tax return. Sine Partnership as a form of business organization with individual proprietorship, it is developed to overcome the draw backs of sole trading organization in which the financial resources, managerial skills, risk bearing capacity are limited. When business activities started expanding, the arose a need for more capital, more persons to supervise the business affairs, The partnership form of organization was developed to overcome the draw backs of sole trading organization and to meet the expanding needs of a business requiting a moderate amount of capital. 1.2. Essential characteristics From the above provisions, it is seen that the partnership has the following characteristics:, a partnership has legal status. Firstly, the company must have two or more individuals participating in the establishment including general partners, limited partners (if possible). General partners must be qualified, respected professional and take unlimited liability of their activities. Limited partners contribute capital to the company only and take limited liability of their capital contribution. Secondly, the assets of the partnership are independent with individuals and the partnership is responsible for those assets itself. In other word, once a property of the company is determined by Law, it is registered under the organization name and is completely separated from the personal assets of each member in the partnership.

Thirdly, partnership and the partners of the company must bear unlimited liability. This is an issue related to the responsibilities of the partnership and the partners in the partnership. It was said that the partnership can not be "an entity" for a reason of being a member of the partnership "having unlimited liability." However, it is also necessary and possible to clearly separate "stand-alone assets" of the entities of the partnership with limited or unlimited liability of partners and partnership. As a result, Enterprise Law in 2005 has confirmed a partnership with legal status from the date they are granted for business registration certificates. Generally, the partnership is a collection of individuals who are professional, reputable. They apply their managerial skills and their reputation to business as the key of success. Therefore, they must take all their assets to ensure the quality of service they provide into the market. Depending on the company's charter, the partners have to take infinite responsibility for their business activities at once or they just only have to when the company's assets are insufficient to pay the debts. Thus, creditors may base on the company's charter to require the members of the partnership to pay its debts by their own assets in spite of not being included in the business. Moreover, the members of the partnership are not allowed to make private business or become partner of other partnerships. According to the current business Law, limited liability companies, joint stock company are the types of enterprises with centralized management structure. Therefore, the law or charter will assign a member who is entitled to represent the company such as Board Chairman or Director or General Director. But for partnerships, there is no centralized management structure; the general partners directly manage the company operation. That why any general partners has the right to represent the company. Conversely, the partnership has the right to represent the general partner. As a partner of the partnership sign a contract with other organizations or individuals outside the company, the contract will be valid for the whole company and other partners without their agreement or disagreement. So this is an important feature of a partnership. In contrast, partners can not transfer a part or all of their capital contribution in the company to others without the consent of the remaining members. Finally, a partnership is not permitted to issue any type of securities (Art 130.3).