The Commitment Of Liabilities Incurred By The Pre-incorporation Transactions

Pre-incorporation transactions is a widespread phenomenon in the economy market. Pre-incorporation transactions involved main multi-stakeholder, not only the distribution of benefits among the initiators, but also involved the benefits of balance in the initiators, the company and the third person. The theories and legislation of many countries and regions give a high degree attention to the commitment of liability incurred by the Pre-incorporation transactions,and development a sophisticated theory. But the theoretical research on this issue in our country is too weak, and cause much problem in practice to not good solution.Therefore, there is an important theoretical andpractical significance in researching on this subject. This thesis includes four chapters except the preface and the conclusion.the text part adds up to more than 31000 words, the main content is as follows.Part one is the outline of pre-incorporation transactions. In this section,the concept and characteristic and type of pre-incorporation contract is clearly stated in order to comprehend the meaning fully pre-incorporation transactions.finally,the pre-incorporation transactions can divided in to two types: sponsor protocol and pre-incorporation contract.The pre-incorporation contract is the crux problem of the pre-incorporation transactions.Part two is the commitment of liability of sponsor protocol.This part analysis the nature and effectiveness of sponsor protocol,the relationship with the company charter and the responsibility for breach of a sponsor protocol. Finally,the author points at that the company law of china only provisions the responsibility for breach the funded contract.This part should be perfected.Part three is the commitment of liability of pre-incorporation contract.This part mainly introduces the commitment of liability and the main body of pre-incorporation contract.In the part of the main body of contract, After discussion the nature and legal status of the establishment of the company, the author thinks we should give qualified of proceedings and limited capacity of the establishment of the company.In the part of the commitment of liability,the author analyses three types of contract on the base of comparing and analysing, then points out the difference of legislation between China and the other countries,and analyses the inadequacies of the legislation.Finally, discussing assuming the responsibility of the contract when the company fails to establish. Part four is the improving proposed system of the commitment of liability in the pre-incorporation transactions of china. On the base of the former analysis and discussion ,this part make the followings recommendations to improve some aspects.One,improve the system of breach of duty in the promoter.Expand the scope of application of breach of duty.Sponsors should be used in the Ltd. And the shares of companies,who engage in the establishment of a unified.two,A system of establishment by the company should be established. Limited capacity and qualifications of the main proceedings should be given to the establishement of the company.third,To establish the relevance rights of sponsors. For example the right to request compensation benefits and return the cost of the establishment of sponsors.four,The three types and accountability mechanisms of the contract in the Pre-incorporation transactions should be clearly defined.When sponsors singed a contract on behalf of three nominal,the contract is valid when it is the line with the contract law,the sponsors should commitment the contractual liability on the principle.At the same time ,when the company establishments,it have a rights to ratify and review the contract.five,Establish a principle of undertaking which be suitable with failure to establish a company. After liquidating the establishment of the company,sponsors assume a jointly and severally liability.