Legal Study On Corporation To Be Formed

As a legal term, the appearance of "corporation to be formed" in China mainland hasn' t been a long time. However, that legal term has already formed a perfect system in Civil Law countries, for which Germany is the typical sample. Recently, certain scholars have some analysis and study on "corporation to be formed" when most attention of Chinese legal society is dedicated to hot issues, such as option, MBO and reducing state-owned shares. As a whole, for the study concerning the specific period beforecompanies acquiring legal personality, we sti 1 lack sufficient at lent ion and focus. Abusing their advantage of information, a lot of incorporators impair the interest of small shareholders as well as company. On the other hand, the strict lability imposed on incorporators does not effect ively work. Obviously, a few provisions concerning incorporators' liability, together with the sole model in legal practice do not comply with the complexity of incorporation process. Therefore, in my opinion, we shall have a deeper insight and study on "corporation to be formed" . Through ana lyzing the definition, civil liability, internal structure as wel1 as legal liabi ity, this thesis (hereinafter rel'erred to "Thesis" ) will conduct a research both on Civil Law System and on Common Law System. I hope that it will contribute something on the amendment of Company Law concerning starting up a company.Composed of 6 parts, Thesis contains 47,000 words.Section of foreword expatiates on the intention of Thesis. Figuring out the attitude of "sliding over" for the existence of "corporation to he formed" , this section warns that we shall change that, which against the grain of importance of incorporation process.By introducing the conduct of incorporation, the core element in this period, the first Chapter fetches out "corporation to be formed" . In order to analyze "corporation to he formed" , this section defines incorporat ion, range as well as character of incorporation conduct. Moreover, on the basis of above theories, it clarifies the definition of "corporation to be formed" and the behaviors of that association. The objective is to prevent ambiguity or confusion on that definition, which may cause failure of this study.The second Chapter ulteriorly analyzes "corporation to be formed" on the basis of the first Chapter. Firstly, for the legal status of "corporal ion to be formed" , Thesis claims to redefine Theory of Unincorporated Association (hereinafter referred to TUA), other theories and latest trend in egal society, on the basis of former TUA. Secondly, to underline nature of organization, it clarities all kinds of capacities, including 1itigation capacity, right capacity, intention capacity, behavior capacity as well as the . liabi1ity capacity.Having an analysis on the rights and liabilities of incorporators as the beginning, the third Chapter illustrates the relationship among the incorporators, subscribers, Board of Directors, Board of inspectors, incorporation meeting, preparation institute and "corporation to be formed" . The aim is to confirm that "corporation to be formed" is more simi Lar to " incorporated association" , when we compare above two parties' internal structure. "Corporation to be formed" has a more compacted structure than that of partnership.The subject of the fourth Chapter is the most important issue of "corporation to be formed" , the legal 1iability of it. First of all , Thesis divides all the circumstance into 2 clues, company failing to establish and company established. Analyzing the legal liability occurred when company fails to establish, Thesis highpoints the liability of incorporators' . As for the legal liability when later the company established, I conduct a comparison between the statutes of Civil Law System and the case law of Common law system, wishing to contribute some suggestions to better the section of incorporation process in Chinese Company Law.Based on the analysis of concerning legislation situations, the section of tag is a conclusion of...