1. Partners shall bear unlimited liability for repayment of partnership debts.
Due to the particularity of partnership and its responsible property, the laws of various countries stipulate that partners should bear unlimited liability for partnership debts from the perspective of maintaining transaction order, protecting the legitimate rights and interests of creditors and ensuring the self-development of partnership business. According to the law of our country, the debts of a partnership are paid off by the partners with their own property, and the debts of a partnership are borne by the parties with their own or managed property. If the property of the partnership enterprise is insufficient to pay off the debts due, each partner shall bear unlimited liability for repayment, and shall bear the liability for repayment with property other than the contribution made by the partnership enterprise. No matter whether it is an individual partnership or a legal person partnership, the partners shall bear the responsibility of paying off the debts of the partnership with all their property.
2. Partners shall be jointly and severally liable for the debts of the partnership.
There are different legislative cases about whether partners bear joint and several liability for partnership debts, which are mainly reflected in the difference between sharing doctrine and joint and several doctrine. China's legislation basically adopts the doctrine of joint and several, and the partners are jointly and severally liable for the debts of the partnership, unless otherwise stipulated by law.
The Partnership Enterprise Law stipulates that partners shall bear unlimited joint and several liabilities for the debts of the partnership enterprise; The debts before the occupation shall be jointly and severally liable by the new partners who join the occupation; After the dissolution of the partnership, the partners are still jointly and severally liable for the debts of the partnership. The reason why a partner assumes joint liability is based on the nature of the partnership property and the partner's behavior towards the third party. Unless otherwise provided by law, the joint liability of partners for partnership debts is not a legal liability transferred by whether there is an agreement between the parties or whether there is a contrary agreement.
It should be noted that China's original debts to partnership enterprises did not stipulate that all parties to the joint venture must bear joint and several liabilities. Later, the Supreme People's Court defined it as joint and several doctrine, and all partners were jointly and severally liable for the debts of the partnership. The parties to the joint venture shall be jointly and severally liable for the debts of the joint venture in accordance with the provisions of relevant laws and regulations or the provisions of the contract.
3. Partners shall bear supplementary liabilities for partnership debts.
When determining the order of paying off debts with partnership property and partner's personal property, the laws of various countries stipulate two different principles: coexistence and supplementary joint and several. The responsibilities caused by applying different principles are completely different. In the former, the partners bear the direct liquidation responsibility, while in the latter, the partners bear the supplementary liquidation responsibility.
Article 39 of the Partnership Enterprise Law: If the partnership enterprise fails to pay off the debts due, the partners shall bear unlimited joint liability.
Article 40 A partner shall bear unlimited joint and several liabilities, and if the amount of repayment exceeds the loss sharing ratio stipulated in the first paragraph of Article 33 of this Law, he shall have the right to recover from other partners.