Research On The Legal System Concerning The Promoter Of Corporation

The creation of any corporation relies on affirmative action of incorporation by Promoters. A study on issues relating to promoters, therefore, is essentially an integral part of the whole studying project. There are fatal flaws in provisions in terms of regulating over promoters'activities in our current legal practicing which invokes a calling for further studying but is failed by fruitless scholarship. This thesis boldly delves into these plaguing issues for a hopeful contribution to the establishment and perfection of legal doctrines in this area, with a combination and integration of experiences of legal profession, enterprise of legal scholarship, and legislative models in foreign countries. This thesis, taking efficiency as the perspective, proceeding from the basic theory governing the research of the corporations under incorporation, observes the achievements of theoretical research and system status quo concerning the incorporation of the corporations in major world countries, analyses theoretical research.This thesis consists of four parts:Chapter I Brief account: Based on the brief introduction of definition, nature concerning the incorporation of the corporations, this thesis lays stress on the basic principle of the legal system concerning the incorporation of the corporations, i.e., differentiates and analyses the change of the efficiency conviction of the legal system concerning the incorporation of the corporations from the perspective of historical evolution process concerning the principle governing the incorporation of the corporations, and clarifies the principle governing the incorporation of the corporations. And this thesis introduces different doctrines and dealings in terms of starting up an enterprise with a context of comparisons of formalism, substantial theory and theory of a combination of the former two ones.Chapter II Discussion on the subject and capital condition concerning the incorporation of the corporations from the conviction of taking efficiency as the priority: The subject and capital condition concerning the incorporation of the corporations should be transformed into spacious environment from the rigid one. Where it does not contravene the legal stipulations and incorporation aim, the persons without full conduct capacity, non profitable legal persons, should most possibly be bestowed he subject capacity as the sponsors of the corporations. With an integration of doctrines and comprehensive analysis of controversies and divergences, this thesis put forward upon approach as to viewing the status of promoter from two directions: the internal relations within company and external relations with outsides. Promoter is the executive function and representative agency of formative corporations and meanwhile the correspondent party of jural relations in which the corporations engage. When status of promoter is fixed the rights of promoter are clear. Comparative analysis of issues of regulation over promoter are carried out with an effort on the scope of rights over executive affairs in incorporation, a point is reached by laying out the exact items of duty of fidelity and duty of due care in conducting incorporation affairs. In the ending part, an analysis and survey on foreign regulations over promoter's right to corporation is carried on as a suggestive reference for further perfection. Main elaboration on the concerning the incorporation of the corporations: Corporation registration is a kind of act characterized by the nature of public law, and an important means for a country to intervene and control corporations.Chapter III and IV :The present Corporation Law of China only regulates promoters'liability for breach contract and the guarantee liability for limited in the party of promoters and liability for the damage of the corporation when the corporation comes into existence. So the liability system has been imperfect, with the articles being too sweeping and not rigorous enough, in which the guarantee liability for share capital limited in the party of promoters is just the part of enriching capital liability. What can be done to remedy these legislative flaws are as fellows: firstly, perfect the enriching capital liability; secondly, regulate the promoters'civil liabilities to the third person, including the liability for damage and define the distribution of contract liability between promoters and the established corporation; thirdly, enhance the maneuverability of the regulations, regulate the escape condition, prescription, the form of action and other relevant problems.