Discernment On Company Legal Act

The Germany jurist put forward this concept of civil legal act for the first time one hundred years ago.The system of civil legal act is also called as legal act system in the traditional civil law. Some people think that company legal act as a term belongs to civil legal act, but no domestic or foreign researchers had put forward company legal act as a term for a long time,not to mention research on it. And after dealing with many cases the author thinks we should pay more ateention to company legal act, and that carrying on deep analysis to company legal act for perfecting the theory of civil legal act and relevant behaviors or handling some cases about company legal act has very important meaning as our economy develops.This full thesis is divided into three major parts:preface, text and conclusion.The main introduction to the preface put forward historical, current situation and research meaning for company legal act.The text part includes two following major parts:The first part,Chapter One, introduces case 1. First of all, the author introduces historical evolution of the system of civil legal act, puts forward the concept of civil legal act, and determine its legal nature, and legal act systems have been changing with the historical development of the times. And the author understands our country's current civil legal act system and mistaken ideas of legislating. " Discernment on Company Legal Act " as research title of this thesis, so, it is necessary to analyse the characteristic ofcompany legal act, namely company behavior is the legal act for the purpose of making money; Company's behavior is a kind of legal act with managing; Generally speaking,company's behavior is the legal act that company is engaged in as a market main body; Company's behavior is a kind of act which reflects company's trade characteristic, among them reflects that company's behavior has higher technics, openness and paying attention to company's efficiency and appearance doctrine. Through pieces of theory, namely three important document say, two important document say, one important document say to all kinds of company establishment of legal act, the author thinks that only legal intention declaration should be the important document for establishing company legal act, and then explains that the legal intention declaration is the key element in company legal act and establishing course.Secondly, determine the nature of Company Y's behavior, namely behavior between Company Y and buyers is company legal act, so behaviors of Company Y do not commit the crime of contract swindling. And, the author does not think the public security organ should originally meddle in this case. The verdicts and conciliations of some people's court at the same time can verify that some people's courts had determined this case as the general civil disputation already. Still, there are some differences between contract swindling and company legal act, including five points, namely: purposes to sign a contract are different; means to adopt are different; the abilities to fulfil contract are different; the whereabouts of property of the contract is different; reasons of failing to fulfil the contract are different. All in all, to test this case, this case can be regarded as general base of civildisputation from two points. First, Company Y has not defrauded of proprietor's property; second, the rights of proprietor's entity have not been damaged.In addition, the author has summarized from this case two focuses which are regarded initially as contract swindling, first, Company Y's act of concealling that houses had been mortgaged belongs to civil fraudulence; second, it is unable to handle property certificate which belongs to civil behaviors. At the same time, the author thinks, some determinations of relevant people's court show that this case can be determined as this civil nature.This thesis regards G as Company Y's general manager, also determines the nature of the behavior of G in this case. First of all, the behavior of G is Company Y's authorized company legal act , not his personal behavior. The legal intention declaration of G's Behavior is true, having no nature of swindling, and " H mansion " building subscription certificates that G had signed are not contracts.To case 1, the author brings out the substantive conclusion clearly at the end of this thesis:1 -. Company Y and G do not commit the crime of contract swindling;2, Company Y's behavior is company legal act which is civil fraudulence generally;3^ G's behavior is company Y 's authorized legal act.The second part, Chapter Two, introduces case 2, and according to the actual conditions of this case, shows shareholders' resolutions which limit the effect of stock transfer, namely basis and target of being limited, this includes...