Research On Civil Liability System Of Company Sponsor

Promoter is the most important part among three elements in incorporation ofcompany.Acts conducted by promoter in process of incorporation may have tremendousinfluence upon the Promoters. themselves,the third party in connection with acts ofincorporation of company,wether company can legally established or not,company in benignworking after incorporation and economic order of the market.Therefore,a furtherstudy oncivil liability of promoter in process of incorporation company will be of great significanceboth in theory and practice.With reference to the relevant data and documents and starts withthe active rules and regulations stipulated in Company Law of PRC,the paper discusses thecivil liabilty of promoter in process of incorporation of company.The paper has twenty thousand words,and which is divided into two parts hereinafter theintroduction:Firstly,liability of capital contribution by promoter.liability of capital contribution bypromoter consists of liability of pooling capital and liabilty of default of providingcapital.liability of compensation for damages pertains to liability of pooling capital bypromoter,which should be subjected to non-negligent liability principle.Promoter borneliability of pooling capital aternatively may, exercises the rights of recourse against thepromoter of default of providing capital to remedy its rights and interests.liability of defaultof providing capital by promoter is deemed as a breach of contract against the company,andprinciple of debtor defaults provided in Contract Law may be applied where promoter ofdefault of providing capital be held liable.Specific to diverse nonperformances of capitalcontribution, the company may remedy its rights and interests through exercising procedurefor power-losing, rights of recovering capital contribution,rights of claiming compensation fordamages.Rules and regulations stipulated in Company Law of PRC failed in this respect andshoule be desired therein accordingly.Secondly,promoter’s tort liability to company.As to subjective aspect of pormoter’s tortliability, Company Law of PRC stipulated it as“negligence”,which is inaccurate and should bedetermined in light of whether such pormoter possesses certain skill or not,and principle offault presumption should be applied where investigate promoter’s liability for abuse ofpower.Rules and regulation provided in artical95of Company Law of PRC is too general,in which,tort liability and compensation liability for damages has not yet discriminated fromeach other,nor has provided the type of tort acts,and nor has made clear whetherPromoter should be held jointly and severally liable to company or not.To this end, thereis much for Company Law of PRC to be desired.