The Commitment Of Liabilities Of The Pre-incorporation Company

As one of the most important main participants in the economic activities,the corporation does not come into existence at the very moment of registration.The establishment process of the corporation is relatively long and complex,and before its final formation,it demonstrates itself as a kind of social organization in transition, which is called corporation de facto in the law circle.The operation of the corporation is closely related of the organization and operation of the future corporation. Therefore,it is an important task to put the corporation de facto in the regulation of the corporation law with relatively specific stipulation.The systems of the corporation establishment are enriched in the newly-amended corporation law in China 2005.Based on the notion of investment-encouragement, these systems,with some innovation,are designed for a more convenient corporation establishment than those in the previous corporation law,which is beneficial to the fast development of our economy in the transition period.However,further thought should be given to some theoretical problems.Though the corporation de facto aims to help the corporation come into being successfully,it does not mean all its goals can be realized.When the corporation establishment has defects,the establishment will be invalidated in law.However,the civil liability provision does not extend while the aim of the corporation establishment is not fulfilled,thus the interests of the third party will not be protected perfectly.How to comprehend the law nature of corporation de fact and the civil capacities of corporation de fact,the legal capacity,capacity for civil acts and capacity for responsibility of corporation de fact are very important for the civil liabilities bearing of the corporation de fact.Therefore,this thesis will take another look at the corporation establishment systems in china,aiming to make some contribution in the area.The thesis is divided into five parts.The thesis is divided into four parts:The first part:"The nature of corporation de fact" the nature of the corporation de fact as the social organization in transition is pointed out.Based on the comparison between the Anglo-American law system and continental law systems on the nature of corporation de fact,the theory of the nature of corporation de fact is confined to one union is justified.The second part:"the civil capacities of corporation de fact",the legal capacity, capacity for civil acts and capacity for responsibility of corporation de fact are analyzed base on the civil law theories.And the author holds that the corporation de fact has limited legal capacity and capacity for civil acts.The third part:"the civil liability bearing of corporation de fact",the civil liabilities should be bore by the corporation de fact are analyzed according to its legal consequences.The forth part:"the civil liability perfection of corporation de fact in China", based on the problems of civil liability systems in the corporation establishment,and the imperfection of the stipulation on the civil liability of corporation de fact,the author puts forward some ideas.