A Study On The Legal Status Of Real Estate Project Company

In modern society, housing and land has become the key component of wealth. The real estate industry is becoming a basic industry of the national economy, and is playing an increasingly important role in the socialist market economy. As an important form of real estate development co-operation model, the project company to develop real estate has made undeniable contributions on the prosperity of the real estate industry, and has become the carrier that can not be replaced when investors make investment. Especially for large-scale real estate project, they must resort to the project company to develop real estate, in order to effectively integrate implementation of land and funds, to reach a win-win or even win-win situation. In practice, however, there is an error in reorganization on the legal status of the project company. When disputes arise, it is easy to confuse the relationship between the joint development contract and the project company, and the confusion and controversy on trial is always inevitable when obligations and responsibilities take place. Because of this, starting from the two actual cases, focusing on the legal status of the project company, beginning with the legal nature of the project company, thinking of the relevant provisions of the Contract Law and the Companies Act, this paper tries to explore the legal status of the project company.The whole text is mainly divided into six parts, which is about 18,500 characters on a whole. The legal nature of the project company, the natural conflict of the legal status of the project company, the basis of the responsibility for the project company, the scope of the responsibility that the project company may take; these four parts are studied and researched respectively.Chapter I is the introduction. In this paper, Taihe company, Shengyuan company, Sangda company, Shengbang company, Haiheng company, Hualin company are especially mentioned, in order to study the basis and the scope of the undertaking of the responsibility, that is to say, the legal status of the project company.The second part is the analysis of the legal nature of the real estate company in co-operation. The paper first outlines the reasons for the existence of the project company and then elaborated the concept of the project company and features, presenting the relevant theories on the nature of the project company combined with the cases. They mainly include the contractual relationship theory, the denied theory and the limited liability company theory. Because of the differences between the various points of view, the ultimate basis and scope of the responsibility will be different. According to the provisions of the Company Law and the traditional theory, the article concluded that real estate development project company should be limited liability company.The third part is about the natural conflict of the project company. It mainly talks about two contradictions; they are the independence on the contract and the dependence on the company, and the relevance to a party of the contract. The two contradictions make up of the natural conflict of the project company. Because of the lack of China's current legislation on the rights and obligations of the project company, at the time of dispute, the legal status of the project company will highlight the inherent conflict.The fourth part is about the basis of the responsibility undertaken by the project company. This section is in fact about why the project company should fulfill their obligations in accordance with the agreement. This part is primarily in the light of Contract Law and the relevant provisions of the Companies Act and research results. The article pointed out that the project company should fulfill the corresponding obligation in accordance with the cooperation contract.The fifth part is mainly about the scope of the responsibility undertaken by the project company. In this part, the paper brings in a modern theory called the denial character theory, and by using this theory, it talks about the application of conditions, the necessities of the application of it, and the basis of using it. At last, it points out that two standards could be used to fulfill the application of that theory.Part VI, the conclusion. The paper believes that the real estate project company is an independent legal entity, with limited liability, and shall be vested with independent property rights, be able to bear legal responsibility. Thinking of the dependency and relationship between the project company and the contract, this co-operative contract should be regarded as the internal protocol, and should be valid for the company. Thus, the project company should fulfill the responsibility set by the contract. In addition, when the project company undertakes the responsibility, two standards should be regarded so as to deny the company's legal personal character. So, in case one and two, the mentioned project company shouldn't undertake the responsibility by themselves.