| Everyone living in Chinese society may have personal feeling with respect to the power of the seal, and used to be convinced by the power of the seal, what is on earth the real impulse behind this small round shape? Which inspired my interest in studying the system in connection with the seal, however, due to the limitation of the research area and methodology, I would like to combine this issue with the corporation system, which is for consideration of the following: firstly, the corporation is one of the subjects using the seal most frequently; secondly, corporation is the key unit of the modern economic system, its using of seal is in connection with market and transaction directly, which is also the main concern for economic law research; thirdly, the legal issue with respect to the corporation seal usually involves the corporate law, contract law, negotiable instrument law and any other alike commercial law, even if the basic principle of civil law, such as representation. Besides above mentioned points, there are many disputes arising out of the corporate seal, thus, the writer try to combine the seal with the corporation, and make some suggestive discussion based on the combination. This paper was divided into five Chapters. The Chapter I is the historical study of the corporate seal, which has conducted a study on the origin of the seal, and how the seal was applied to the corporate operation. Historical study is the key to understand a system, and it shall follow the subject of the legal research, shall not only be some materials collection, thus, this paper's historical study is follow the clue of the relationship between the seal and property ownership and transaction, then discussed the progress of combination for seal and corporate, which set up a basic theoretical structure for the following content. The Chapter II is a study on the current exiting law with respect to the corporate seal, and also serves as an comparative study of the corporate seal. In this Chapter, the Chinese corporate seal related laws and regulations were discussed and analyzed, some typical foreign related systems were discussed as well. The Chapter III is a comprehensive study on the legal nature of the corporate seal, which is the core of this paper. Basically, the study of this part is based on the theoretical structure of the representation, focused on the function and effect of the corporate seal in the corporate representation. Further conduct a comparative study between legal representative and corporate seal. In addition, another sub-topic is the value of the corporate seal system. The Chapter IV is an analysis to the corporate seal practice and cases. Firstly, conduct a categorize the legal issue with references to the typical cases, then discussed the supporting legal system of the corporate seal, one more thing need to be clarified here is the study of this part is not a overview, but to some extent a research on the outstanding issue. The Chapter V is the suggestion to improve the existing legal system, including suggestion to the public law system and the suggestion to the private law system, it is the solution to the legal issue discussed and analyzed above. The Conclusion portion of this paper re-emphasis the writer's opinion in short, besides that, there is also a further discussion on the area this paper should belong to and what's the meaning of such. Due to the legal system of corporate seal is mostly a Chinese specialized system, so the main materials are coming from Chinese literatures and practice, also involved some materials of Common Law and other foreign law system. The Methodology of this paper is listed as below: (i) Historical Method; (ii) Comparative Method; (iii) Case study Method. |
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