Statement About The Civil Liability Of Company Promoters

The promoters take an important position in the Company Law, and the company promoters'establishment behavior has a tremendous impact on the company. At the Set-up stage of the company, the promoters'establishment behavior will not only cause the establishment of the legal relationships, but also to the eventual successful establishment of a company ,can also be related to interest of the company'other promoters, creditors, and even the public. For the establishment of the articles of association signed by the company, subscribed capital or shares to the company and to perform duties on companies set up, the person should be recognized as a promoter. The promoters engaged in set-up conduct, which in essence is a common legal act. The civil liability of the company founder is a legal responsibility. One of the eventual results is the success of a company'set up, the other is the failure, in both cases the responsibility of the promoters is different. When the company establishes successfully, the legal relations, including the promoters and the companies, promoters and the third person, and the relationships between the internal promoter; when it failed to establish, the legal relations including the promoters and the third person, the relationship between the internal promoters. The promoters'legal responsibility can be divided into three types including civil liability, administrative liability and criminal liability. This text only discusses the civil liability of the company promoters.In addition to the introduction and conclusion, the text is divided into four parts:The first part: basic theory of corporate promoters. A certain supplement to the definition of promoter in judicial interpretation of Act III. The qualifications of the corporate promoters , especially the ability to initiate is discussed. As promoters, they should have full civil capacity, which can favor the establishment of the company, and is conducive to social stability. The promoters have certain rights and obligations, and their establishment activities should within the scope of their rights and obligations. The promoters'civil liability differs from civil liability for shareholders and for the company.The second part: The legal basis of promoters'civil liability. The nature of promoters'establishment behavior is a common legal action for the purpose of creating a joint company. The civil liability is neither the breach of statutory duty nor a tort liability but a legal responsibility. According to co-sponsor act theory ,it should firstly be responsible for the target entity that is the company or a third person, and the responsibilities between the promoters are followed, besides, promoters shall bear a double responsibility.The third part : The content of promoters'civil liability. When setting up the company successfully, promoters will bear Fiduciary duty, the responsibility of substantiation in capital liability of compensation, associated and joint liability contractual liability and third party liability of the subscribers. Within the promoters ,mainly the joint and several liability and the breach of contract, after the promoters responsible for recovery in the internal promoter. However, when the company fails to establish, the main liability of promoters are the joint and several liability and for the return. The joint responsibility between the promoters, and the shared responsibility according to fault conditions.The fourth part : Improvement of corporate promoters'civil liability. To perfect the promoters of company, it must firstly improve the definition of the promoters of the company, increase the provisions of fiction promoters and increase the company set up invalid system. Discussion on the improvement of company promoter'civil liability will be divided into two cases: companies to set up successful and the failure. Capital adequacy responsibility is a non-fault liability, the law should make rules for its type and attributable to the principles of Law. In the limited funding company also exists obligation of non-compliance situations, thus, the law should provide detailed provisions of the contribution obligation of non-performance situations. As to the shareholders who violate the funding responsibility, law can make the deadline to pay or lose the rights of shareholders. The establishment of the promoters can be divided into need for the establishment of conduct and behavior of non-essential. For non-need for behavior, there is the right to choose for the company.