Research On The Legal Question Of Defective Incorporation

In view of the importance of the establishment of incorporation, it is the mutual view of the Anglo-American Law System and the Continental Law System to formulate a strict incorporation law. However, the rationality of legislation does not equal to that of practice. There always are founders who violate law to set up incorporations, which leads to the problem of defective incorporation. So the standardization of incorporation behavior is the necessity of company law. It is regretful that although our new company law has a great change compared with the old one, the contents concerning defective incorporation are almost the same, and their generality and practicability need improving.In the view of comparative law and according to the practice in our country, the paper explores the relevant contents.(1)Although there is difference between the consent in the Anglo-American Law System and the denial in the Continental Law System, the increasing merging of the two law systems tells us that we can only deny the qualification of its legal person when it is definitely stipulated in the law. (2)How to give remedies to its defects in the circumstance of admitting the qualification of legal person of defective incorporation.(3)In the view of settling process, the paper points that in denial the qualification of legal person of defective incorporation invalid settling system should be adopted.(4)How to perfect the regulation on civil liability.