Researches On Corporation Promoter System Of America

The promoter system is very important one among the systems of corporation. In a sense, there is no corporation, if there is no promoter. This article focuses on the American corporation promoter system, because American corporation promoter system regulates the interests among the promoter, the corporation and the investor well, and advances the economy.This article can be divided into six parts except the preface and epilogue. The first part introduces the promoter generally from case law and statute law. In this part, the writer analyses the factors for America corporation law adopting wider standard in conception of promoter. Meanwhile, this part also describes the obligations of promoter and point out the differences between the word promoter and incorporator.The second part introduces the relationship between the promoters from the preincorporating agreements and the fiduciary duties. The writer thinks the fiduciary duties should conclude the duty of loyalty mainly according to the regulations for the partnerships in the America partnership law.The third part introduces the incorporating corporation generally. Because of America corporation law admitting no incorporating corporation, the writer will discuss the relation from the problem "the rewards for promoter", so we can comprehend their relationship.The forth part will emphasize the promoter's contracts, and introduce the types of the promoter's contracts. Then the writer analyses the theory for promoter's obligations and discusses the obligations of promoter when the corporation can not be incorporated. In the last half, writer mainly discusses the promoter's fiduciary duties to the future corporation. The article talks over the period, the object and the manner for promoter's fiduciary duties, then point out the writer's opinion.The fifth part gives the discussion of the relationship between the promoter and the shareholders and the creditors of the corporation. As the above discussion, the writer mainly analyses the relationship from the contract relation and the fiduciary duties. The sixth part mainly gives the advice to our corporation law. The writer thinks our corporation law should adopt wider definition for promoter. While under the backgrounds of amending of the corporation law, we can adopt the conception "similar promoter", to enlarge the scope of promoter. On the other side, we should distinguish the promoter's contracts. When the promoter wants to harm the corporation's interests by the promoter's contracts, the corporation can reject the contracts, even can require the damage. Referring to fiduciary duties, this article thinks we should regulate the promoter's fiduciary system as the corporation director's, so the corporation's interests can be protected better.