Liability For The Establishment Of The Company's Contractual Obligations

The company can’t gain its law identification immediately.It must go through a series of steps such as signing a contract among promoters,applying for name,contributing capital and so on.During the process,the promoters sign a lot of contracts. The contracts of pre-incorporation company have great legal relationship with the benefits of established company and the other side of the contract.If only the promoters are responsible for this kind of contract,it will prevent the promoters from establishing company actively.If only the company is responsible for this kind of contract,it will give chance to the promoters to pursue their benefit.The Company Law in our country doesn’t clearly point out who is the one the right and obligation should be attributed to in the pre-incorporation contract.So the legal adjudgments are different greatly.The publish of The Third Version of Regulation of the Supreme Court about the appliance of the Company Law in China fills the vacancy of the Company Law to some extent.This Paper investigates the problem from the legislation and theory again that who should responsible for the pre-incorporation contract and gives the corresponding conclusion.This Paper is divided into five parts.The first part introduces the importance of the pre-incorporation contract and the problem existed in the establishment of the company.The second part defines what is the pre-incorporation company and its legal nature.The third part clears out the attribution of the obligation of the contracts which are signed in the name of pre-incorporation company through the comparison between Civil Law and Common Law on this issue.The fourth part demonstrates the attribution of the obligation of the contracts which are signed in the name of promoter through analyzing the legislation and theories in Taiwan district and Common Law on this issue.The fifth part concludes the point of the view this Paper and restates the view of the obligation of pre-incorporation company.