The Company Promoter Regulation Research

The company promoters play an important role in the process ofcompany establishment. However, the "Company Law" is far from perfect,resulting many problems in practice. This article is intend to find theAbsence of legislation in our country and further to improve the legislation.The thesis consists of five parts:Part Ⅰ: Identification of the promoters and their legal status. First, intheory, there are three kinds of theories about the definition of the promoter:formalism, substantial theory and theory of a combination of the formertwo ones. Secondly, the legal status of the sponsor. Citing the views of civillaw and common law system. I support the view of the "dichotomy":regards the sponsor as an individual and a group, their legal status isdifferent.Part Ⅱ: the basis of the regulation. First, the promoters enjoy someadvantages over the other parties, according to the principle of “rightsconsistent with obligations”, it is necessary to regulate promoters. Secondly,strengthen the legal regulation of the promoters is the best way to achievethe dual goals of not only safeguard the security of transactions, but alsofacilitated the establishment of efficiency. Third, the promoters’ intendingto maximize their own interests is likely to prejudice the rights of society,companies and other stakeholders, the existence of such a conflict ofinterest requirements to strengthen the regulation of the promoters.Part Ⅲ: regulation of the promoters’ qualifications. First, the peoplehave equal Legal capacity, Individual who lack of capacity can also becomethe company promoters. Secondly, the sponsor funded limitations, for thesound personality of the company after its establishment, the sponsor mustbe charged or to subscribe the shares of the Company. Finally, the numberlimitation, most nations have canceled restrictions on the number ofpromoters; the "Company Law" of our country should Lifting of the restrictions too.Part Ⅳ: The behavior of promoters and its regulation. First introducedthe before corporate contracts.it can be divided into three types. Secondly,the present matter in our country for the promoters’ contribution behavior;third, described unique behavior of joint-stock companies promoters.Part Ⅴ: the improvement of Legislation. Putting forward a number oflegislative proposals: First, redefine the concept of promoters; Secondly,we should increase regulation of promoters; Third, the expand the scope ofthe shareholders’ representative action to prevent the promoters fromabusing of rights, maintaining the interests of company and shareholders.Finally, introduce of the concept of fiduciary duties.