On The Establishment Of The Civil Liability Of The Company And Its Commitment

As one of the most important main participants in the economic activities, thecorporation does not come into existence at the very moment of registration. Theestablishment process of the corporation is relatively long and complex, and before itsfinal formation, it demonstrates itself as a kind of social organization in transition,which is called corporation de facto in the law circle. The operation of the corporationde facto is closely related of the organization and operation of the future corporation.Therefore, it is an important task to put the corporation de facto in the regulation of thecorporation law with relatively specific stipulationThe systems of the corporation establishment are enriched in the newly-amendedcorporation law in China. Based on the notion of investment-encouragement, thesesystems, with some innovation, are designed for a more convenient corporationestablishment than those in the previous corporation law, which is beneficial to the fastdevelopment of our economy in the transition period. However, further thought shouldbe given to some theoretical problems. Though the corporation de facto aims to help thecorporation come into being successfully, it does not mean all its goals can be realized.When the corporation establishment has defects, the establishment will be invalidated inlaw. However, the civil liability provision does not extend while the aim of thecorporation establishment is not fulfilled, thus the interests of the third party will not beprotected perfectly. How to comprehend the law nature of corporation de fact and thecivil capacities of corporation de fact, the legal capacity, capacity for civil acts andcapacity for responsibility of corporation de fact are very important for the civilliabilities bearing of the corporation de fact . Therefore, this thesis will take anotherlook at the corporation establishment systems in china, aiming to make somecontribution in the area.The thesis is divided into five parts:In the preface, problems of the corporation de fact which need further thought, aredrew upon from the imperfection of the amended corporation law and problems inChinese reality.In the first chapter "The connotation and law nature of corporation de fact", thenature of the corporation de fact as the social organization in transition is pointed out.Based on the comparison between the Anglo-American law system and continental lawsystems on the nature of corporation de fact, the theory of the nature of corporation defact is confined to one union is justified.In the second chapter "the civil capacities of corporation de fact", the legal capacity,capacity for civil acts and capacity for responsibility of corporation de fact are analyzedbase on the civil law theories. And the author holds that the corporation de fact haslimited legal capacity and capacity for civil acts.In the third chapter "the civil liability bearing of corporation de fact", the civilliabilities should be bore by the corporation de fact are analyzed according to its legalconsequences. At the same time, the imperfection of the corporation de fact stipulationin the newly-amended corporation law is pointed out.In the forth chapter "the civil liability perfection of corporation de fact in China",based on the problems of civil liability systems in the corporation establishment, theauthor points out the areas that need perfection and suggestions accordingly.Lastly, in the "epilogue", the imperfection of the stipulation on the civil liability ofcorporation de fact is pointed out, and some ideas are put forward too. The author putsthe idea that the civil compensation liability systems of the corporations establishedwith flaw should be enhanced, and the "mobile security" of the civil liability intransaction should be highlighted, avoiding and punishing those company promoterswho damages the interests of the third party though establishment.