Research On Commitment Of Liabilities Incurred By Pre-incorporation Contract

Signing a pre-incorporation contract is a common phenomenon in the market economy context, while the commitment of liabilities incurred by the pre-incorporation contract has a relationship with the deal's stability and security, and simultaneously influences the assignment of risks and benefits among relevant interest entities. Therefore, there is an important practical significance in performing research on this subject. But our system of pre-incorporation contract is still at primary stage. Not only there is quite a big blank in the Company Law, but also few people set foot in relevant theoretical research. Therefore, there is an important theoretical significance in performing research on this subject.This thesis, which includes five chapters except the preface and the conclusion, does a research on the issues concerning the commitment of liabilities incurred by the pre-incorporation contract. Based on the validity of pre- incorporation contract, the author used such methods as comparative analysis, theory analysis, positive analysis, and valuation analysis synthetically to carry on the systematized research of commitment of liabilities incurred by the pre- incorporation contract initiatively. Hope to offer reference to the relevant legislation and administration of justice of our country.Chapter one introduces the basic knowledge of "pre-incorporation contract"; Chapter two studies on the principals of "pre-incorporation contract", and this part attaches importance to analyzing issues covering the significance of the existence of "corporation in formation", legal status of that and its jumping-off point and end-point, expecting to make clear definition to the "corporation in formation"; Chapter three discusses the validity of "pre-incorporation contract" from two aspects of theory and practice; Chapter four analyzes theories of liabilities incurred by the pre-incorporation contract at first, then, carries on the comparative research on the law of corporations of many countries; Chapter five points out that we should learn from the legislative experience of Taiwan, Japan, Germany etc to perfect the system concerned in China; At the end, the author provides some concrete legislative ideas about different kinds of pre-incorporation contract:The pre-incorporation contract, which is signed by the promoter in the name of himself, should be valid between the third party and him, but not absolutely restricted to the corporation. But the formed corporation can acquire and commit the liability incurred by pre-corporation contract through signing a new contract with the third party, so that the promoter can release the liability of the former contract.To the system of liability incurred by the pre-incorporation contract that is signed on behalf of corporation in formation, the author thinks that it needs to establish a decision system of promotion meeting to judge and adopt pre-incorporation contract.To the pre-incorporation contract signed on behalf of the formed corporation, the author thinks that the promoter who takes injudicious performance should be responsible to the pre-incorporation contract. Meanwhile, the formed corporation can acquire and commit the liability of former contract through signing a contract of liability transference in a certain period, judged by its own benefit. What's more, the right can be performed without the approval of the third party, who just needs to be informed.