Study Of The Civil Liability Of The Company Promoters

In our current company law, the conception of the sponsors not only exists in the Joint-Stock Company but also in the Limited Liability Company, while owning to the promoter's behavior of sponsors and the important role after the found of the company, it is directly determined that the sponsors are closely related to the interests of the investing public and the integrity of corporate personality. To urge them to fulfill their duties and complete the company establishment affairs according to the law, it's essential and compulsory to regulate their liability. The liability of sponsor contains civil liability, administrative liability and criminal liability,however,as a core part of the liability of sponsors, civil liability,which is based on the premise of value judgments of fairness and justice,should be regulated into a construction of rational system, which can play an irreplaceable role in balancing the interests of the sponsors,the intending company and the third party, especially the damage compensation when the latter two are infracted by the behavior of promoter of company sponsors. According to the relational theory of jurisprudence, the liability is the adverse legal consequences by the legal negative behavior, while the civil liability of sponsor means the sponsor must bear the adverse legal consequence when he infract the contribution obligation and fiduciary duty, or violate the rights of others because of the job behavior or there exists the legal fact. And its range contains the breach of contract funding, the liability of damage compensation, the liability for capital adequacy and the civil liability of company sponsors for the failure establishment. To regulate the civil liability of sponsors at the same time, it is a useful attempt to introduce and discuss the liability of the implied sponsors of legislation missing, in terms of the construction and improvement of the legal system of the company sponsors'civil liability.