On Civil Liability Of Joint-stock Company Sponsors

From the view of economics, the establishing process of joint-stock company is the process which sponsors organize people, capital and resources to make up an entity with the ability of production and management. From the view of law, it is the process which the sponsors construct legal entity with independent personality according to legal provisions. That is to say, the sponsors plan, organize, register the joint-stock company and invest in it. Such actions directly decide the rights and obligations of the future company, effect the safety of transactions and stability of social economic order. So the regulation of sponsors' action and civil liability is an important task to company act.This paper consists of three parts.The concept and nature of the sponsors' civil liability and its theoretical basis are analyzed in the first part. The sponsors' civil liability is the liability of tort when the sponsors violate civil legislations in the process of establishing the company. It' s decided by their particular status in company. It' s the restriction on the privileges of them. It' s the result of company act' s pursuit of justice and efficiency.In the second part, legislations on sponsors' civil liability of Anglo-America law system and continent law system are compared. Their advantages can be used by our company act for reference. After comparing the legislative form and content between Anglo-America law system and continent law system, the author first analyzes the difference in the legislative form which the former is based on case law and the later is based on written law and the difference in liability of sponsors whenthe company is found in success or in failure, then generalizes the similarity and particularity of the two law systems.In the third part, some legislative suggestions are put forward based on the analysis of present situation and defects on sponsors' civil liability of joint-stock company in our company act. Compared to the regulations of administrative responsibility and criminal responsibility, the regulations on sponsors' civil liability is too weak in our company act, which lacks of the sponsors' contract liability, liability to make registered capital in full, liability to pay compensation, system of finding out sponsors' liability and similar sponsors' liability etc. Because Chinese law belongs to continent law system, our company act should fortify civil liability of similar sponsors and that of sponsors' when the company is founded in success or in failure. In the case the company is founded in success, our company act should regulate sponsors' compensation liability to the company, liability to make registered capital in full, contract liability and compensation liability to the third person more specifically. In the case the company is founded in failure, our company act should regulate sponsors' civil liability on company' s foundation being declared invalid, contract liability and liability on establishing actions more definitely. Furthermore, company act should supplement similar sponsors' civil liability to solve the problem that the former regulations can' t fully protect well-intentioned general public.