Studyon The Issue Of Liability Of Pre-Company Contract

With the rapid development of market economy,the new company is setting up frequently,the promoter shall sign the pre-incorporation contract.The liability of the pre-incorporation contract is really an important concern to the promoter,the establishing corporation,the established corporation and the privity party of contract,relating to their vital interest,therefore,the cognizance and liability distribution of the contract are more important.The Company Law,Judicial Interpretation[?],was implemented in 2011 and was amended in 2014,which provides legal basis for handle liability issues in trial practice.To a certain extent,it has played a positive role but there are still some problems like unclear concepts and undefined liability distribution.In addition,Reform of Capital System of China's Companies makes it difficult for safeguarding the interests of creditors in full measure and balancing the liabilities among the sponsors,corporations and the privity party.Therefore,it is necessary for legislators to further improve the legal system of the liability of the pre-incorporation contract according to the current social and economic development.In this paper,on the basis of relative theory,the author explores the concept of the liability of the pre-incorporation contract and focus on the analysis of its main issues in legislation and judicial practice.By using comparison analysis,the author reviews the legislation of typical countries in Two law system and finally gives advice on improving the liability of the pre-incorporation contract through drawing on advanced legislative experiences of different countries and regions,which hopes that helps in pre-incorporation contract disputes properly.Chapter ?:An analysis or overview of the basic theory of the liability of pre-incorporation contract.There is a need to define relative concepts before approaching a problem.This part is mainly introduced from two aspects:One is the concept,feature,and type of the pre-incorporation contract;another is the essential part of the the liability of the pre-incorporation contract including its definition and principle.The subjects and methods of liability and the cause that the subject is exempted from liability are also involved,which establishes the theoretic basic for the analysis below.Chapter ?:An analysis of the situation and problem of the liability of pre-incorporation contract in China.The main issues of the liability system of pre incorporation contract in legislation and judicial practice are analyzed.With the current laws in China and cases in courts,some shortcomings existed in the related cases are also summarized,such as the unclear judging criterion of sponsor,completely deny the validity of pre-incorporation contract signed on behalf of established company and series of problems need to be solved that the company responsible for contract responsibility after the sponsor of the lack of provisions of the state of responsibility.In addition,this part explains that Chinese company's register capital system reform and rules of the parties being respected make the issue of liability of pre-incoporation contract into a new dilemma.Chapter ?:A comparative analysis of the legislative system of the liability of pre-incorporation contract.Based on the method of comparative analysis,the author researches the legislation cases and analyzes the legislation of typical countries in Continental law system and Anglo American law system,which provides advanced experiences in legislation and theoretic support for solving the issues of the liability of pre-incorporation contract.Chapter ?:An analysis of perfection of the liability of pre-incorporation contract system in China.This part is the core of the paper.From the value of the liability of pre-incorporation contract system,the paper balances the rights and obligations among sponsors,established company and the privity party,further combining the issues of the liability system of pre-incorporation contract in legislation and judicial practice with advanced experiences in legislation from foreign regions,and gives advice on improving legislation in China and establishing corresponding system.Only on this basis,can the liability of pre-incorporation contract system in China be scientific and vital.Conclusion:This part summarizes the contents of the discussion,and puts forward some suggestions on perfecting pre-incorporation contract system in China.