| Incorporation is the premise and basis of the formation of the company. Whether it can duly exist and realize its contemplated economic and social benefits is subject to the system of incorporation, which is, as a basis, an important part of the company legislation. Regulation of incorporation is the subject of this thesis, which mainly explores on how to design and arrange the legal system of incorporation so as to balance the interests of various parties such as the promoters, the company, its creditors and the government, and to balance the freedom of incorporation which taking into consideration of the transaction safety. Innovative thoughts herein are: using the three main element of incorporation, namely, person, subject and acts, as the logic traces, to analyze and explore the statutory requirements of the three elements of incorporation and the legal issues in the course of realization; referring to the mature legislature experiences in foreign countries, to suggest that the revision of regulation of incorporation under the Chinese company law shall implement the spirit of reducing governmental regulations and strengthening the freedom of incorporation and also to recommend specific suggestions for revision.This thesis is divided into five chapters:Chapter 1: basic theories of incorporation, incorporation collectively refers to a series of legal acts that must be undertaken and completed by its promoters for purpose of forming the company and enabling it to obtain the legal person status in accordance with the conditions and procedures as stipulated by the law. The legal nature of incorporation is one joint act of the civil legal acts; evolution of the legislations of incorporation from freedom of incorporation, special licensing for incorporation, approval of incorporation to approving rules of incorporation embodies the change of regulation theory of incorporation from strict regulation to incorporation freedom.Chapter 2: legal regulations of requirements of the promoters. The promoters are the integral person element of incorporation, and the organ of the company during its establishment, and the promoters' activities play a critical role with respect to whether the company would be establishment successfully and the development of the company after its establishment. It is necessary that the law sets out certain conditions and requirements on the number and qualifications of the promoters, and sets forth perfect standards for the rights, obligations and responsibilities of the promoters.Chapter 3: legal regulations of requirements of the company's capital. The company's capital is the integral subject element of promoters, and the premise and material basis of the due existence of the company. During the establishment of the company, the regulations on capital under the company law constitute the capital regulations in the establishment of the company, which are important part of the regulations of the company's capital, including three major aspects, namely the regulation of the minimum registered capital, the principle of capital contribution and methods of contribution.Chapter 4: legal regulations of requirements of the company's article of association. The company's article of association is the integral act element of incorporation, and the basic rules for standardizing the organization and activities of the company. Free will of the parties shall be the core and soul of company's article of association, which shall be the product of the parties' free will. Meanwhile, as the most important act in the establishment of the company, the company's article of association shall be subject to regulation and adjustment by the law and shall comply with the specific requirements on the content, form and other aspects of the company's article of association under the company law.Chapter 5: the system of invalid incorporation. Invalid incorporation refers to the event of, with respect to a company that has obtained the legal person status, i.e. an established company, invalid incorporat... |
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