Research On Rechtsscheinhaftung Resulted In Commercial Registration

Rechtsscheintheorie, with principle properties, is based on the commonality of many institutions in private law. Rechtsscheinhaftung resulted in commercial registration in this paper means, obligor who's responsible for the registration which doesn't match the objective reality should take the consequences when the third person in good faith and reasonable reliance on the commercial registration undertakes legal act with him. As a commercial statutory responsibility, Rechtssheinhaftung has its own special conception, constitutive requirements and legal validity. These must be theoretically in-depth analyzed, which's still an undeveloped land in Chinese commercial academia, coupled with the fact that it hasn't been systematically formulated in its statutes which makes the discussion in the dogmaticsche sense bocome almost water without a source, or a tree without roots. But it's worth noting that in recent years, this issue has been gradually aware and improved in the process of amending these laws and regulations such as the Company Law and Partnership Enterprises Law. This is a major event worthy of joy to perfect the institution of Rechtsscheinhatung, even to establish a sound commercial responsibility.This paper studies the following questions:Firstly, the concept, content and legal validity of commercial registration, focusing on its Rechtsscheinwirkung. Rechtsscheinwirkung comprises publicity effect and trust effect, the former means the registration is considered as true; the later means the third person in good faith and reasonable reliance on the commercial registration undertaking legal act with the registrant should be protected. This is the task of Chapter I;Secondly, the status in quo and academic development in the Civil Law System. Raised in Germany civil law, Rechtsscheintheorie has been accepted and improved in the Civil Law System and turned into the basic principle of the commercial law. These countries and districts established a sound registration system to protect the trade parties. It'll be very helpful to compare and analyze the Rechtsscheinhaftungsinstitut of these countries and districts. This will be given in Chapter II;Thirdly, the deficiencies of China's legislation and how to improve it, which will be carried out in Chapter III and IV, where the innovation of the paper lies. In this part, the analyzes of Rechtsscheinhaftung both in basic commercial law and special commercial law and the countermeasure and suggestions will be given.