Research For Legal Consequences Of The Defective Incorporation's Model

Corporate law strictly stipulates on creating corporations in all countries,because company is one of the main forms in a country' economic.Defective incorporation means a corporation has registered and achieved the corporation's qualification,but there are some defects with a creating corporation,The defects harm to the incorporation.About the types of corporation's defectives,they can be divided into efficacy defectives and illegal defectives.Corporation's defectives have generalized illegal performances and narrow performances,so,defective incorporation' acts can be divided into defective legal acts and defective factual acts.Generalized illegal acts are that all of illegal acts,narrow illegal acts are that violating legal obligation and needing to undertake the responsibility.Efficacy defectives is generalized illegal acts,because they violate conditions of act establishment and conditions of act validity,it just affect the act efficacy.needing not to undertake the responsibility.However,illegal defectives are narrow illegal acts,because they violate legal obligation and needing to undertake the responsibility.To deal with the problem of company defects,the two law departments adopted different legislative models for the legal consequences of the company's defects.The law of the United States and France adopts the legislative model of principle recognition,even if there is a flaw in the establishment of the company,it is not generally possible to disqualify the corporate entity.But there are exceptions to the corporate registry,notably in Britain and America.Continental law countries adopt the principle of denying the legislative mode,if the company to set up the flaws,in principle,must cancel the company personality,through the company to set up the system of invalid or revocable system declared that the company set up in the company set up invalid or revoked,but to set up the invalid claims or revoke the scope of the strict rules.It can be seen that although the two big law countries set up the defects of specific methods and processing system design is different,butconvergence on legislative idea,insist on the principle of enterprises to maintain,transaction efficiency and principle of transaction security.Company law in our country,judicial interpretations and relevant laws and regulations of the company set up defects rarely concerned,legislative gaps still exist in many ways,at present only through administrative revocation method solve the problem of company defects,is actually determined by the administrative organ defects of personality,this legislation mode,there are serious disadvantages has violated the company insist on the principle of autonomy,difficult to ensure the fairness of the processing results.In addition,there are serious flaws in the legislation that sets the legal consequences of the company's flaws.Even if corporate law and relevant laws and regulations are amended many times,there is no concern about the company's flaws.Therefore,China urgently needs to reconstruct the relevant legislation of the company to set up defects.The reconstruction of the legislative model of the legal consequence of our company's defects must be adopted in different legislative modes for the validity and violation of the law.In terms of effective flaw,build company no lawsuit system,because the company personality only "exist or not exist","with or without" basic form,there is no "state of the valid or invalid","effective or ineffective" is actually a judgment standard law effectiveness.Therefore,it is not possible to establish an invalid or revocation system to solve the validity defects of the companies in mainland France.In the case of the violation of the law,the establishment of a lawsuit system for the dissolution of the company shall overcome the disadvantages of the administrative revocation of the legislative model through litigation.In general,both the effectiveness and the violation of the law may have an effect on the personality of the company,through the flexible use of the two systems,and effectively solve the problem of the company's defects.