Research On Civil Liability Of Company Establishment

As important subject of market economic, corporation is a typical enterprise juristic person. Its valid establishment is propitious to corporation play an important role in social and economic life. Corporation's establishment includes a series of legal behavior. It is not only a procedure problem, but also a substantial problem. Because of this series of legal behavior is related to the interest of founder-member, corporation and the third person, it is necessary to research and regulate the liability of corporation's establishment.The dissertation pays attention to the basic theories and concepts of corporation's establishment and gives some legislative advice. The dissertation comprises five chapters:Chapter 1 as the theoretic foundation of the dissertation explores the general theory of corporation's establishment. This chapter consists of 4 part: The first part defines corporation's establishment scientifically by comparing and analyzing; The second part tracks the history of principles of corporation's establishment, from early liberalism to modern strict criterion; The third part focuses on the value of corporation's establishment according to jurisprudential analysis. In different period, legislator emphasize particularly on or balance to security of dealing for interest among corporation, shareholder, creditor and society; The forth part briefly summarizes liability of corporation's establishment by thinking the general civil liability and its characteristic.Chapter 2: Civil liability in establishment of the company. The company under establishment is an illegal group with its own characteristics .It accepts legal responsibility. After a brief introduction of the definition and legal quality of company under establishment, the thesis discusses the undertaking of civil liability by a company either after its establishment is valid or invalid..Chapter 3: discusses the problem of flaw establishment of corporation, which means the behavior of establishment lacks legal substantial and procedure condition, yet the corporation acquires the juridical person qualification. Starting from the concept and manifestation of flaw establishment, the thesis mainly discusses the flaw shareholder's viability to fulfill capital to the company, his contract-breaking liability to other shareholders, and his liability if he infringes upon other creditor' s rights. Besides, the thesis also analyzes civil liability of the capital-checking organ both theoretically and practically.Chapter 4: focuses on invalidation of corporation's establishment and liability. There isn't system of invalidation of corporation's establishment in our current law. We need reference overseas system to understand this problem. Invalidation of corporation's establishment means a formally fulfill corporation which has no legal personality because of substantial defect in condition of establishment and procedure. Invalidation of corporation's establishment denies the effect of establishment. In practice, for security of business and economic order, the company law should go into the effect on the third person. However, it should not retroactivity. In my opinion, invalidation of establishment should bring to account according correlative law. Liability of establishment of corporation should be firstly discharge by corporation's possession and inadequate parts should be related discharge to founder-member.Chapter5 discusses the improvement of liability of corporation's establishment. In the chapter, the dissertation gives some advice to improveliabilities of establishment by thinking existent problems of liability of corporation's establishment.