Pre-incorporation Company's Conduct And Liability

Before the establishment registration,the company's legal entity has not been established and does not have legal personality.However,in the process of company establishment,there must be related activities required for the establishment of the company,such as handling administrative approval procedures,accepting the investment of the promoter or shareholder,leasing the company's residence and other necessary actions.Therefore,the relevant theories focus on the complex legal relationship involved in civil activities during the establishment of a company.China's law does not clearly define the legal status of a company in incorporation,but Article 75 of the General Principles of Civil Law and the Judicial Interpretation of the Company Law have made rules for the liability of the promoters in conducting civil activities during the establishment of the company.The main focus is to distinguish the nominal subject of the act and protect the interests of third parties.This article believes that when formulating relevant liability-bearing rules,consideration should also be given to the identification and type of acts.Only civil activities that can be identified as acts of establishing a company can be held liable by the company;and types of acts of establishing a company are divided into many types.Because different legal relationships are involved,not all actions fall within the scope of the rights and capabilities of the incorporation company.Therefore,this article discusses whether the different types of behavior are capable of engaging in incorporation companies.whether they are within the scope of rights and capabilities of incorporation companies,the rules for bearing responsibility should be different..In addition to the introduction,this article is divided into four parts.The first part explores the civil subject qualifications of a company in incorporation,describes the legal status,legal capacity of the company in incorporation,and the qualifications of the subject of litigation;The second part is the identification criteria of the establishing company's behavior.It discusses whether an activity should be identified as an establishing company's behavior from three aspects,including when the behavior occurred,the realization way of the capacity,and the appearance of the behavior;The third part is to classify the behaviors of companies in incorporation,which are divided into company establishment related activities,internal company activities,and external company activities.By searching relevant cases,enumerating the types of civil activities that companies may engage in and analyzing which types behavior should be classified as within the capacity of the company in incorporation;The fourth part is to discuss the rules of liability for the behavior of companies in incorporation.It is divided into two cases: the company has not been successfully established and the company has been successfully established.For the company's unsuccessful establishment,it discusses whether the company in incorporation can bear the responsibility for the behavior and the promoters' liability.There are two distinguishing standards including the nominal subject of the act and the type of act,according to the standards,discuss the responsibility for the conduct of the company in incorporation should be borne by the company or the sponsors.