A Study On The Recognition Of Company Will And Relevant Legal Liabilities

In modern society, the company, an operating entity, which assembles main social resources, is extremely important in modern economical and social life and becomes an indispensable social role. A company is given legal personality by laws. Therefore, a company has the legal capacity and disposing capacity to conduct social act. However, a company is not a natural person but an organic entity that is invested by shareholders and assembles various elements of production. The will of a company is derived from the will of individual persons, which is then transformed to will of a company by way of a meeting or other agenda of debate and voting procedure and finally expressed by a representative of natural persons with expression ability. The will formation procedure and expression means of a company is involved in the process of establishment, existing, operation and dissolution of a company all along. The author of this article, beginning from the definition of company, analyzes the characteristics of company as a legal entity. Due to this characteristics, the formation and expression characteristics of company will are different from those of natural person, and the expression of the company will relies upon the expression of a natural person. In legal practice, it often results in disputes as to whether this natural person expresses the company will properly. The author study and tries to find out how the company will is recognized in practice and to what extent the company and the expresser of the company will should assume liabilities for the expression of company will.