On Civil Liability Corporation Promoters

This dissertation employing the methods of comparative analysis and integration of practice with theory, explores the civil liability of the promoters of company limited by shares (hereinafter called the promoters) in an exhaustive and in-depth manner. Apart from an introduction and a conclusion, it has the four following parts.The first part concentrates on the promoters' definition and qualification. There are three kinds of theory about the definition of promoters. By comparing the promoters' concept of common law legal system and civil law legal system, the author suggests that our company act should adopt the form theory and supplement similar promoter system. That will ensure both the definiteness of the promoters' extension and the protection of the right of the third part in goodwill.The theoretical basis of promoters' civil liability is analyzed in the second part. The promoters' civil liability was decided by promoters' particular status in company. It's the restriction on the privileges of them. It's the result of company act' pursuit of justice and efficiency.The third part gives a detailed analysis of the civil liability the promoters bear. It's the hardcore of this paper. This part focused on the civil liability of promoters' when the company is founded in success or in failure. The promoters' liability to company and to the third parties (including shareholders) when the company is founded in success was discussed separately in this part. Furthermore some legislative suggestions are put forward based on the analysis of advantages of legislation on the promoters' civil liability in different countries. In the forth part, some legislative suggestion are put forward based on the analysis of the defects on the promoters' civil liability in our company act. Compared to the regulation of administrative responsibility and criminal responsibility, the regulation on the promoters' civil liability is too weak in our company act, which lacks of the promoters' liability to make registered capital in full, liability to pay compensation, system of finding out promoters' liability and etc. The author suggests that our company act should use the legislative experiences of other countries for reference and perfect the legislations on promoters' civil liability.