The Study Of Remedy System To Solve Our Country's Company Establishment Whit Defects

Company is the most important form of enterprise organizations. The number of company which register based on Company Law comes first.It is the joint of commercial activity and plays a non-substitutable role in economic life. In light of its significance, every country govern the company establishment through legislation. Large amount of provisions like the qualification of company sponsor, the condition of company incorporation, the process of company establishment fill in the legal text.But in social practice, some companies which not conform to legal standards still obtain legal personality through the company registration process. The phenomenon called company establish with defects. Based on the demonstrative principle of real right, defective company also can participate the commercial activity. It will bring negative influence to market transaction because of its imperfect corporate personality.Appropriate measures must be taken to stipulate the defective company.But in the social practice, some companies which not conform to legal standards still obtain legal personality through the company registration progress. The phenomenon called company establishment with defects. Based on the demonstrative principle of real right, defective company also can participate the commercial activity. It will bring negative influence to market transaction because of its imperfect personality. Valid and appropriate measures must be taken to stipulate the defective company.Our country's current Company Law has many disadvantages when it comes to the treatment model of company establishment with defects.Firstly, the legislative attitude isn't explicit. Whether the corporate personality about defective company is valid or nor didn't appear in domestic law. Secondly, compared with diversity defective reasons in social practice. Reasons in our legislation shows a little narrow. Thirdly,the administrative revocation shows strong authority and get rid of jurisdiction judicial, which not accord with jurisprudence.Based on the investigation to the foreign legislation, we found that the abroad legislation has mature experience towards the problem.Common law system states adopt "the doctrine of recognition". They regard the defective company's personality as valid. Only in rare reasons can withdraw the corporate personality. Civil law system states adopt the"the doctrine of repudiation". They didn't acknowledge the personality of defective company. However, when found defective reasons, they were not declare the corporate personality invalid as soon as possible. Defects correction process should apply before revoking registration. Both civil law system and common law system states use incorporation nullity lawsuit to repudiate corporate personality.Take the experience of foreign countries legislation for reference,"the doctrine of recognition" is feasible in our country. The corporate personality of defective company should be regarded as valid. Defects can be correct after company establishment through defects corrections process. When defects occur serious or cannot be correct, we repudiate its corporate personality. Administrative revocation way and judicial invalid proceeding in parallel. Combine the authority supervision with private right relief, the company establishment with defects could be solved efficiency and reasonable.