2017-08-012024-05-15https://scholars.lib.ntu.edu.tw/handle/123456789/665449摘要：經濟活動多以商事組織為主體，傳統法制為配合因應乃創設法人概念，並以公司為營利性社團法人之代表。然而現代商事組織五花八門，傳統分類已不合時宜，從而德國法擴張商人內涵與組織型態，我國亦通過有限合夥法，此外韓國擬承認非法人社團，中國擬增訂非法人組織或區分營利與非營利法人，不一而足，在在突顯商事組織基礎研究之必要。 本兩年期計畫探討商事組織的本質與特徵，分析兼採法釋義學觀點（如法人實在說、商人概念、營利性、社員）與法經濟學學說（如廠商理論、治理機制、資產分立、契約與組織關連），並且進行比較法制研究（主要參考美、德立法例），第一年研究商事組織的本質與特徵及公司、合夥兩種組織，第二年研究商事組織法制的比較法制包括有限責任企業(LLC)、社會企業、美國利益公司 (Benefit Corporations)的本質與管制方向。研究著重各組織間制度特徵之比較分析，及它們在規範面之意涵。例如乍看之公司與合作社迥不相同，但兩者均屬社員自益性組織，只是前者由出資者社員控制，後者由生產者或消費者社員主導，從而兩者內部權利義務關係，允宜配合調整。 本研究回歸商事組織本質，期能釐清相關概念與類型化爭議；更重要的，它的成果與建議或可協助新型商事組織的立法，並改進各種商事組織的內部治理規則。 <br> Abstract: Economic activities are often conducted through the medium of business organizations. In an effort to facilitate economic development, all legal systems have created legal concepts to allow for the establishment of business organizations. Notable among them is the concept of "Juridical person" or "legal person" which can further be divided into foundations（財團）and associations（社團）, with companies limited by shares as the typical form of associations. However, given the diversity of modern business organizations, the traditional concept and classifications no longer hold true. In response, many jurisdictions have modified their concepts and amended their laws to accommodate the various new forms of business organizations. For instance, German Civil and Commercial Codes have expanded the scope and types of business organizations. In addition, recently Taiwan has promulgated a new Limited Partnership Act; Korea has proposed to amend its law to recognize non-juridical person foundations and associations; and China has proposed to distinguish profit and non-profit juridical persons in its draft Civil Code. Against this background, it is important to explore the essential features of business organizations and the justifications of their classification. This two-year-project investigates the essential features of business organizations by applying the traditional ‘’Rechtsdogmatik’’ legal method, such as Theory of Real Legal Person, as well as Economic Analysis of law, such as Theory of the Firm and Assets Partitioning approach . Based on these essential features of business organizations, this research project then will conduct a comparative legal study, focusing on German and the U.S. law. The first year will concentrate on laws governing company law (including typical companies and close corporations) and partnership (including general partnership and limited partners). The Second year will research on cooperatives, Limited Liability Company (LLC) , and social enterprises such as the Benefit Corporations and Social Purpose Corporations adopted by the U.S. The project will focus on comparative and analysis of institutional features between the organizations and the their internal management. For example, company and cooperative are different types of organization consisting of different types of patrons. Companies are controlled by founder members, whereas cooperatives are controlled by productive and consumer members. Their internal management systems have to be adjusted to reflect their respective features and governance needs. This research aims to shed light on the essential features of various types of business organizations so that we can better grasp their distinguishing characteristics. Then this research will make legislative proposals for new types of organizations and for the enhancement of their internal governance structures. It is hoped that this research project will improve our understanding about various business organizations and their governance features.商事組織法人營利性非法人社團公司合夥合作社有限責任企業社會企業利益公司Business OrganizationsJuridical personlegal personfoundationsassociationsLimited Liability CompanyBenefit CorporationsSocial Purpose Corporations