The Study On Civil Liability Of Establishing Corporation

In modern human society,natural people attach importance to the effective realization of rights.we can easily find that society has an increasingly strong voice for human rights recently.people should share social rights conferred by law as individuals in society.The legal person has a strong position as a society body,so law should emphasize their social responsibility.The establishing corporation refers to the organization which obtain legal personality position as the goal, but does not obtain yet,from the articles of corporation formulation to registing.The establishing corporation is different from natural people and different from the legal person,it is the embryomic form of corporate,with the transition groups and certain personality characteristics and its position is closer to the legal person.Therefore,researching civil liability of establishing corporation can clarify the relationship of promoters,establishing corporation and the corporation easily,moreover,it can protect interests of the good intentions third person to maintain normal trade order. The study suggests that the establishing corporation itself is a significant legal entity,independent of the civil legal status.We should concrete question concrete study in the responsibility undertaking.If let the establishing corporation to undertake the responsibility to be able to solve the dispute well,then may decide to let the establishing corporation to undertake the responsibility independently; If lets the sponsor undertake the responsibility is more advantageous to the solution dispute, then may decide to let the sponsor undertake the responsibility. In the later legislative process, may entrust with judge a bigger freedom to decide after deliberation the power, Through this legislation, we may better balance the sponsor,the-third person,the establishing corporation and the interests of the company; also be able to better solving a large number of disputes in real life, to unify the judicial decisions and better implementation of laws and social effect of the uniform,in order to effectively safeguard the unity of the legal system.This article is divided into four parts.The first part analyzes the meaning and the nature of establishing corporation which think that the nature of establishing corporation should be restored to its original appearance,the establishing corporation itself is a significant legal entity; the second part analyzes civil capacity of establishing corporation which thinks that the establishing corporation should have the approprita legal capacity and can independently assume civil liability; The third and fourth part is the focus of this paper, the third part focuses on the civil liability of the establishing corporation,it will be divided into successful establishment,defeat establishment,setting null and void,the process of establishment to discuss;the fourth part analyzes civil liability on the establishing corporation of legislative defects and legislation problems in China.