On The Legal Framework For The Sponsor System Of Joint-Stock Companies

From the legal angle, the incorporation of a joint-stock company is a process that the sponsors form a legal entity with independent personality in accordance with legal provisions. The sponsors'behavior directly determines the legal and efficient incorporation of the company, influence the safety of transaction and the stability of the social economic order. Therefore, the regulation of sponsors an important task of company undoubtedly.The thesis consists of three parts:Part one expounds the ground of jurisprudence to regulate the sponsors. First, the game between the pair of value of safety and effect determines that only the legal regulation of the sponsors in the process of incorporation of the company can make the dual object of transaction safety and incorporation effect come true. Second, the conflict between majority interests and the individual interests of the sponsors is very apparent because of the significant the character of society of the joint-stock company. The regulation of the sponsors is helpful to relax and even resolve the conflict to a large extent. Finally, for the other interested persons in the incorporation of the company, the sponsors have more rights. On the basis of the fundamental legal principle of the unanimity between rights and obligations, it is necessary to regulate the behavior of sponsors to let them assume more obligations while they enjoy more rights.Part two stresses the settlement of some prerequisite questions in the legal regulation of the sponsors, or the identity cognizance of the sponsors. The thesis breaks the definition of the sponsors in the traditional theory of company, combines some countries' legislation and our practices of company and try to straighten out and think over the problem of identity cognizance of sponsors afresh to achieve such a conclusion: it is the solely substantial condition of the identity cognizance to provide the association of the company and sign or seal it while the investment, subscription of shares and execution of the incorporation affairs are excluded because they can not really reflect the substantial characters and connotation.Part three analyzes the specific forms of the legal regulation of the sponsors. The lawful and efficient establishment is the final object and settling place of company's incorporation. However, in practice, we can' t assure that incorporation of every company will result in the establishment of company. Thus, how to reduce or eliminate the influences and damages on the social economic order to the largest extent and preserve the legal rights and interests of every interested party in the process of incorporation becomes a significant question to settle when the company does not achieve the object of incorporation, or the unsuccessful incorporation. As the most important and dominant party in the corporation of the company, the sponsors should undertake corresponding civil liability, and this is the most important content and form to regulate the sponsors. The thesis details the specific mode for the sponsors to undertake civil liability respectively with the starting point of the failure of company's incorporation under the circumstance that the company can't be incorporated or the incorporation is invalid.