The Company Set Up The Flaws Legal Issues

Nowadays, it's a common phenomenon to intervene in the incorporation by law: on the one hand, rigid rules are set up to clarify the requirements of incorporation and sponsors' responsibility; on the other hand, in order to ensure the safety of business, strict procedures are adopted so that the court and administrative office will monitor the company's economical behavior. However, the increasingly complicated requirements and procedures have led to a new legal problem: the defective incorporation, which reflects the contradictory situation between the ideal design of law and the practicing failure of law.Under the main study subject of Defective Incorporation, this thesis did a systematic research on the relative legal problems of the defective incorporation. Through comparing the Common Law system with the Civil Law system, we learned the generality and diversity between them in the legal institution of company law related to the defective incorporation, and we also obtained some general regulation theories for defective incorporation. Furthermore, after the meaningful research on the subject, we brought forward to some thoughts on the perfection of our country's defective incorporation regulation system. This thesis, which totals about 38,000 words, can be mainly divided into three parts besides the introduction and conclusion.In the first part, with the threshold of the changing history about the doctrine of incorporation, the author analyzed the definition, characters and practical forms of defective incorporation. A further study on the internal relationship between the founding of a new company and the defect in it was also made. As a result, we understood that the defect incorporation violates its law requirements and procedures, so its practical forms have a closely related with the law requirements and procedures.Secondly, by analyzing the different theory between the two law systems in founding a new company, the author discussed the relations between the defective incorporation and its character, and then dealt with the specific arrangements of the defective incorporation in the two law systems. In the end, the author got some hints from the research that may be useful to our country: 1)the legislation should clarify its attitude towards the defects in founding a new company and the defective incorporation; 2) practical rules on the defective company should be made; 3) the responsibility system on the defective company should also be perfected.In the last part, the author presented the actual situation of our country's law concerning the defective company, and focused on how to improve our law system on the regulation of defective incorporation. In the author's opinion, a proper attitude is to ensure the integrity of the law's justice and agility. The author proposed that we should set up the relief system by both private rights and public rights to regulate defective incorporation as a whole. Subsequently, we could create the institution of invalidating incorporation by litigation, the institution of withdrawing defective company, and the institution of correcting defective incorporation, etc. And at last, it's also indispensable to perfect the legal responsibility system of defective incorporation, especially to perfect the civil responsibility system.