Research On Defective Incorporation System

In modern market economy, corporations are basic participants, the healthiness of corporation personality not only influence the exertion of corporation's function, but also influence the interests of others. So all countries or regions regulate on the condition and program of incorporation to make created corporation conform to the law and have wholesome personality. But in corporation practice, some corporations have gotten the registry certification, but they do not conform with the corporation law perfectly, this is defective incorporation. This text firstly studied existing defective treatment mechanism, then used measure of compare analysis, economy analysis to make ideas to ameliorate defective incorporation systems.This text is divided into the preface, five chapters and the epilogue, include about three ten thousand words.Preface summarized the purpose and meaning of this text, and pointed out main content of this text.The first chapter set forth a definition on the defective incorporation and compares it with some other legal concepts related, then explaining the characteristic and types of the defective incorporated company. The second chapter introduced two kinds of mechanisms of all countries or regions processing defective incorporation. First, the mechanism of the common law system, in the common law system there are two kinds of models regarding defective incorporation traditionally: principle admission and specific admission. But now admitting the legal personality of the defective corporation is common practice in the common law system. Second, the mechanism of the civil law system, in the civil law system there are three kinds of models regarding defective incorporation: null model, distinguishable model and withdraw model. Despite the differences between the two law systems, it can be draw a conclusion that there is much coincidence between them. And the coincidence is upholding validity of defective incorporation.The third chapter carried on the law and economic analysis of defective incorporation system. This text thinks that the income of defective incorporation system is same, that is to guarantee trades safety, to raise bargain efficiency, to support social economic order, and to promote social justice, but the law cost of two kinds of different processing mechanisms has a vast difference, law cost of admitting the personality of the defective incorporation is lower than the cost of denying the personality. Therefore, under the same law income, our country should choose the cost lower system, the principle admission system.The fourth chapter put forward perfecting our country defective incorporation system speculation. Our country should learn the merits of two law system regarding defective incorporation and assure the attitude toward defective incorporation. First, our country should admit the personality of defective incorporation. Second, perfecting our country defective incorporation system speculation including: defining the cause of defective incorporation, distinguishing the cause, the mechanism to rectify defective incorporation, building up litigation system to deny defective incorporation.The fifth chapter put forward build up the civil compensate responsibility of defective incorporation. Either denying or admitting the personality the defective incorporation, it is only a way to resolve the problem, it is more important to make certain the person who should be liable for the liability. Therefore the text analysis the civil compensate responsibility of faults makers.The epilogue is a summary conclusion. Our country should admit the personality of defective incorporation then build up the defective incorporation system speculation and the civil compensate responsibility based on this principle.