Establishment Of The Company's Legal Issues

The company system develops continuously and the research of company law theories changes with each passing day since the company law takes into force. But the study of preincorporation company is little and not deep. This article defines the related concept of preincorporation company firstly, then study some theories problems such as the legal nature of preincorporation company, right and obligation of initiator, preincorporation contract and the responsibility of preincorporation company etc. The full text is divided into six parts totally.The first part mainly does the preparing treatise about preincorporation company and related concept. Discuss the connection and difference between relative concepts of preincorporation company, then define the concept of preincorporation company and the time of begin and end of preincorporation company.The second part discusses three ability of the preincorporation company. This part mainly analyzes the right ability, the behavior ability and the responsibility abilities of preincorporation company. At the end the author makes collusion: The scope of right ability is very narrow, just owning the ability of the essential behavior for establishing company; The scope of behavior ability is the same with the right ability; Preincorporation company has certain civil responsibility ability, but not have independent responsibility ability.The third part studies the legal nature of the preincorporation company. The author analyzes five kinds of theories about the legal nature of preincorporation company at first. Then the author carries out his own opinion: the nature of preincorporation company is a kind of establishing association. This theory can explain the problems in the legislation of company law and the practice of establishing company.The fourth part discusses the initiators of preincorporation company and their right and obligation. Define the initiator and the number, qualifications of the initiator firstly, then make detailed treatise about the legal status of the initiators and their right, obligation and responsibility.The fifth part discusses the legal issue of the preincorporation contract. Preincorporation contract is an independent legal concept in foreign legal system. But the study of this issue is little in the theories of our company law. Studying the preincorporation contract has important meaning because the preincorporation contract is a kind of law fact existing in actuality. The author explained four main forms of preincorporation contract at first. Then make detailed treatise about the right and obligation of the parties concerned in preincorporation contractThe sixth part discusses the company not to be established and to be established invalidly. Preincorporation company exists over a long period of time impossibly. Its result is a company to be established or not to be established. When the company is established, its right and obligation are clear. But when do not be established. There are two kinds of circumstances: establishment can't and establishment invalid. When the company cannot be established the responsibility mainly includes two parts: the responsibility of the expenses and obligation in the establishment and the responsibility of returning the share already accepted. When the company is established invalidly the responsibility mainly includes the legal responsibility of initiator, the legal responsibility of the shareholder, the legal responsibility of the company.