Research On Defective Incorporation System

Defective incorporation is that the company had already been registered while the registration authority was established, but because in the process of establishing a case of illegal or improper, thus affecting the stability of its legal personality as a legal fact.Defective incorporation will have a direct impact on the company's legal personality, the company could lose its legal personality and is likely to produce a series of social and economic life in the negative consequences:the company capital is not real, would be against the legitimate interests of creditors, undermine the security of transactions; Companies have been revoked, the purpose of leading companies to set up can not be achieved and so on.However, China's company law combined with the lack of legislative experience because of concern about enough, so inadequate specification of the problem, therefore, from a legal point of view and the legal norms established by the company's flawed legal issues in-depth study on a very important theoretical and practical significance.This paper is divided into three chapters.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.The third chapter firstly reviewed Chinese system of defective creation of company in nowadays. Then expounded the matching measures that the perfect system need in China. Finally, system design was done from every orientation, from legislative principle to concrete methods, from substantial contents to procedural contents, from regulations provided by law beforehand to responsibilities the misfeasor born after the event, so we can perfect the system of defective creation of company of China.