On The Pre-incorporation Contract’s Obligation Undertaking

There are contracts established in the period of setting up a company. Initiators signcontractswith the third part according to their need in this period.As the company have not beenestablished and do not have the legal personality, it may sign a contract in the name ofinitiators，pre-incorporation or company in the future. Contracts like this kind have its owncharacteristic and when need to be fulfilled or can not be fulfilled,it may cause problemswhen we need to find the responsible person. This article is a discussion of thisproblem,under the frame of the explanation III of the corporation law,find the problems thathave not been solved and give the answer to them.This article is under the line of differentsituations of company establishment,find the rational way to give answers to the problemsabove.There are four parts in this article to analyze the commitment of liabilities, The first partdiscuss the setting up of the contract. Make the analysis of its particularity clear, and thenanalyze what are the plight of theory and reality of this kind of contract. the followingthree parts separate responsibility clearly according to the different contract types.Thesecond part make clear the initiator concept and the legal relationship in the process ofsetting up a company, combined with foreign legislation and academic point of view, toconclude a contract in the name of the initiator’s responsibility,discussed by two kinds ofcircumstances when a company successfully or not.The third part discussed contractestablished in the name of the company problems, make the relationship of internal orexternal,and pre-incorporation and company in the future relationship clear, and give answerto the responsibility of debts.The fourth part discussed the contract in the name of thecompany in the future, some are of business interests for the future company.and some areout of the initiator’s own benefit.so we need to conclude a distinction between the purposeand content of the contract, make clear to the effectiveness, and solve the problems of how toassume liability to pay compensation.Allocation of responsibility process is also a process ofprofit distribution, finding a balance for the interests of the main responsibility, and at thesame time can promote the enthusiasm of the initiators to set up a company. To guarantee theinterests of the company, we need to find a reasonable theoretical basis as a support for theconclusion,.Finally, the article collect the ways of part above, and concluded that the viewsof their study to draws my own insights on the commitment of liabilities of contracts.