Research On The Civil Liability System Of Company Sponsors

The system of sponsors'civil liability is a very important component of the company system. Based on the principle that the rights should match with the obiligations in civil law, no doubt it is very necessary to perfect this system. which can perfect company personality, protect the interests of the company, and guarantee claims of the third part. The new "Company Law" improved the regulations on company sponsors'civil liability, and added some new clauses about the sponsors. But there is no fundamental change in this area, which were not conducive to balance the interests of all parties in the establishment of the company. In order to prevent the sponsors from abusing the rights and damaging the legitimate interests of company and the third part, it is necessary to improve the civil liability system of the company sponsors.Besides the introduction and conclusion , this paper is divided into four parts:Part I: Outline of the company sponsors. This part firstly makes a clear definition of the concept of the company sponsors, and points out that China should adopt the form theory to define the company sponsors, who are the ones that sign or seal on the company constitution, and supplement similar sponsor system to make up for the insufficiency. The followed is about the legal status of the sponsors, which should be placed in the concrete legal relationship to discuss through the analysis of five theories. The sponsor is the organ of the formative company, and the rights and obligations of the sponsors in the formative company attribute to the company. In a limited liability company and a joint-stock company of establishment by initiation,the sponsors are the shareholders, and in the joint-stock company of establishment by collecting funds, the sponsors have different status and role with the shareholders. The general responsibility of the contract and tort liability was applied to the relationship between sponsors and creditors. It is a relationship of civil partnership among the sponsors. When failing in the foundation of the company, all the sponsors undertake the joint liability for debt. Finally there is a discussion about the qualification of the sponsors from several aspects, the number of the sponsors, The identify and capability of the sponsors, the shelter and nationality of the sponsors and so on.Part II: The basic theory of civil liability of company sponsors. This part firstly talks about the theoretical basis of the civil liability of company sponsors, and points out the civil liability of sponsors is the result of pursue real justice and maximization of social benefits chose by law of company and of the balance of the rights and obligations. Finally, the civil liabilities of the company sponsors, shareholders and the company are compared.Part III: The content of civil liability of company sponsors. This section does research into the civil liability of sponsors when the company is on or fails. The civil liability of sponsors include civil liabilities for the company and the third part when it is founded and for the third part and sponsors each other when it fails. The main contents of the civil liability of sponsors one the civil liabilities borned by sponsors when the company is founded. The civil liabilities of the company include the liabilities of breach of contract, the capital adequacy responsibilities and compensation for damages;The civil liabilities of the third part include joint liability for debt, joint liability for tort and liability for subscriber. Finally the exemptions of the responsibility of the sponsors are stated.Part IV: The legislative thinking of perfecting civil liability of company sponsors of China. This part discuss the legislation actuality and the defections of China's civil liability of company sponsors, on the basis there are legislative proposals to perfect the regulations of company sponsors'civil liability, which includes perfecting the sponsors'civil liability system; enhancing the operation of rules and enhancing the buildings of the supplementary institution .