Study On The Liability System Of Company Establishment

Article 75 of the general principles of civil law has the possibility to apply the system design of liability attribution of legal person establishment to the company,but its content is quite different from the current system related to the company law and its judicial interpretation.In judicial practice,Article 75 of the general principles of civil law,the company law and judicial interpretation are both used as the basis of the judgment,which will cause conflicts and confusion in the application of law;In the current system of liability attribution related to the establishment of a company,no matter Article 75 of the general principles of civil law or the company law and judicial interpretation,there are problems that cannot be solved,resulting in a gap in the problem of liability attribution in the establishment of a company,so it is necessary to improve the system of liability for the establishment of a company.There are three parts in the study of the system of the responsibility for the establishment of a company: first,whether to recognize the independent subject status and the nature of the company in the process of establishment;second,whether to introduce the concept of the necessary behavior for the establishment of a company and the extension of the necessary behavior for the establishment of a company;third,the relationship between the promoter and the company in the process of establishment and how to arrange the implementation of each of the promoters in thestage of the establishment of a company The attribution of responsibility.The theory of establishing company originated in Germany.Its contribution is mainly to face up to the particularity of establishing company,and to think about the nature of establishing company from its essence,so as to provide institutional basis for the behavior results in the process of establishing company.At present,there is a lack of reasonable judgment in many theories about the subject judgment of the established company in the academic circle of our country.At present,there is no existing theory that can reasonably explain the status and nature of the established company.Since the company in establishment has a certain scale of capital and preliminary organization in practice,and has a certain ability to bear responsibilities in essence,it is suggested to recognize the independent subject status and limited liability capacity of the company in establishment.The relationship between the sponsor and the company under establishment also affects the analysis logic of its behavior attribution.In the current theory,the company organ theory under establishment can reasonably explain the nature of the sponsor,thus providing logical support for the attribution judgment of its behavior;the necessary behavior system in establishment and the company theory under establishment complement each other,which are in practice in all countries in the world The very important system design,which is related to the attribute of the promoter's behavior and the bearing of its consequences,is one of the most important factors in the judgment of the attribution of the promoter's behavior consequences during the establishment of the company,which should be introduced.In the application of law,the general principles of civil law,as the basis of civil law system,should be mainly regulated by civil legal persons,and the liability system for company establishment,as one of the important systems for profit-making legal persons,should be based on the relevant systems of company law,and should be classified for detailed analysis and regulation,so as to implement the legislation and division of balancing the interests of initiators,third parties and companies Principle of law.The most important judgment factor in the type regulation is the name of the necessary act of the company's establishment and the act of the sponsor.In thelegislative and judicial practice of various countries,different degrees of inclination in each standard will affect the ownership of the ultimate responsibility of the sponsor's act.Therefore,in the type regulation,the triple division of the necessary act of the company's establishment and the three types of the sponsor's name can be combined According to the division,the ultimate responsibility of the sponsor's behavior should be determined,so as to solve the blank in the current problem of liability attribution of the company's establishment.