2013 Fiscal Year Final Research Report

Laws of Business Structures for Promoting Small Business

Research Project

Project/Area Number	23530102
Research Category	Grant-in-Aid for Scientific Research (C)
Allocation Type	Multi-year Fund
Section	一般
Research Field	Civil law
Research Institution	Hiroshima University
Principal Investigator	MATSUBARA Shoji 広島大学, 社会(科)学研究科, 教授 (10252892)
Project Period (FY)	2011 – 2013
Keywords	企業組織法 / 合同会社 / ＬＬＣ / ＬＬＰ / 有限責任事業組合
Research Abstract	In 2006, company law in Japan was modified and the LLC schime was introduced. Japanese LLC scheme is one of the companies, therefore there is little merits to use LLC for business structure. In the UK, partnership is very popular form for small business. A partnership stems from a consensual agreement between the parties but is more than a simple contract. It would be misleading to regard partnership law as solely a species of contract. In the US, LLP and LLC are very popular form for not only small business but large business. Escpecially, LLC stems more than from a consensual agreement as in the UK. It could be eliminated fiduciary duties between the parties in the LLC agreement. Howevere there are many arguments how to eliminate the fiduciary duties, these points could develop the use of LLC. I have researched these structures and pointed out how to use LLC for small business in Japan.