Study On Commitment Of Liability Incurred By Pre-Incorporation Contract

The company is not easy to set up, it's necessary for the company to have trade with a third person, when company is setting up. During setting up a company, the promoters of the company must sign contracts inevitably with a third person and meet the statutory conditions of a company legally. These contracts are called Pre-incorporation contract. However, because the company had not yet been established, there are many uncertain factors in these contracts. Whether the company finally can be established, whether they are valid contracts, who is the one the rights and obligations of the contract will eventually attributed to, these questions affects not only the establishment process of the company, but also affected security and stability of the company's Pre-incorporation contracts and the distribution of the benefits and risks between the promoter, a third person and company. Therefore, in order to balance the interests of all parties, and protect the initiative of promoters and interests of the third person and the company. We must clarify this issue that who is the one the rights and obligations of the contract will eventually attributed to.Because of the very most importance, most of countries and regions have statutory and theory on this issue. In our country's legislation, however, only in the "Regulations on the registration of company," Article 3 point out that the validity of the Pre-incorporation contracts roughly; in the "Company Law" Article 95 point out the promoters'responsibility on pre-incorporation contract when companies will not be established and promoters'liability for damages of company's interests. There is no regulations about the liabilities on pre-incorporation contract when companies established .Therefore, I hope that through the discussion and analysis of this article, pointing out the shortcomings and deficiencies of China's current legislation and judicial practice on this issue, learning from the experience of other countries and regions, we can improve the systems of commitment of liability incurred by Pre-incorporation contract.This paper is divided into three parts, including the preface, main body, and the conclusion. Preface describes some of background on this issue, theoretical and practical significance, as well as values.The main body of the total paper is divided into three chapters:Chapter I defines the scope of the Pre-incorporation contract in this paper, and does some analysis on different type of these contract, to clarify the characteristics of the Pre-incorporation contract in this paper.Chapter II analyzes laws and theories in the United Kingdom, the United States, Germany and Taiwan province. By comparing laws and theories of Commitment of Liability incurred by Pre-incorporation contract in different countries and regions, we can learn from their experiences, and improve our legislations and judicial practice.Chapter III points out that China's current shortcomings in legislation and judicial practice. At the conclusion of legislative experience of the other countries and regions, this part tables a proposal on Commitment of Liability incurred by Pre-incorporation contract system.The conclusion part is a comprehensive summary and summary.