The Research On Civil Liability Of False Company Registration Information

Improving the company registration system is an inevitable choice to maintain the security of commercial transactions.Restraining the occurrence of false registration by companies is an important direction for the reform of the entire commercial registration system.Frequent false registration of companies will seriously endanger the credibility of the company registration authority and the public information disclosure system itself,and will also seriously harm the long-term development interests of the company.Serious damage will have an extremely adverse effect on the security and efficiency of dynamic transactions in the entire social and commercial activities.Therefore,it is necessary to curb the frequent occurrence of false registration of companies.The nature of China's current law to restrain the liability system for false registration of companies shows a state of responsibility taking "administrative responsibility as the primary and criminal responsibility as the supplement".However,the current company's false registration liability system is still weak in protecting the expectation and the interests of other creditors of the company.The introduction of civil liability to regulate the company's false registration behavior is more conducive to maintaining transaction security and protecting the expected interests of good faith trustees.China should explore the establishment of a system of false civil liability for company registration information to better maintain the credibility of the company registration system,while better protecting the interests of companies and their creditors,actual or potential counterparties to transactions.The law regulates the false registration of companies to protect the company's interests and the trustees expect the interests to have a deep foundation of private law.The core legal principles on which they are based are actually the principles of good faith in civil and commercial law.The theoretical basis for the presumption of the trueness of company registration information is the theory of protection of trust interests,which is essentially derived from the requirements of implementing the spirit of the principle of good faith.The value orientation of false civil liability of company registration information involves a variety of value benefits such as the maintenance of the value of freedom of business,the value of transaction security,the value of fair competition,and the value of market order.The system of false civil liability for company registration information plays a role in protecting trust interests,relieving the loss of trust interests,punishing registration distortions,educating and guiding registration applicants,and alerting potential false registrations.The false civil liability of company registration information based on the contractual relationship shall follow the principle of imputation based on the principle of fault liability,supplemented by the principle of strict liability.The false civil liability for company registration information formed based on the tort relationship should follow the principle of liability based on the principle of fault liability and supplementary principle of fault presumption.The method of bearing liability for the false civil liability system of company registration information can be designed with reference to the content of tort civil liability or contract liability,while taking property liability as the content for civil liability.The establishment of a false civil liability system for company registration information should follow the two principles of interest balance and system efficiency.The legislative path to construct a false civil liability system for company registration information should follow the path of the corporate law rather than the administrative law.The system of false civil liability for company registration information involves various parties responsible for bearing responsibility.These responsibility bearers include business parties or registration applicants,the company itself,directors,supervisors,senior management and other direct responsible persons,the company's controlling shareholders or actual controllers,market regulators and their staff,and institutions with direct responsibility And natural people.Every subject who bears the civil liability for false acts of company registration information has a deep theoretical foundation,realistic basis and legislative legislation as the corresponding support.Relief objects of false civil liability of company registration information include actual or potential counterparties to transactions,other shareholders and companies with damaged interests,direct victims in the case of infringement,and people whose other interests may be damaged.Clarifying the different relief objects and their relief channels under the false situation of different company registration information is beneficial to better protect the interests of relevant subjects.