The Study Of The Civil Liability System Of Company Sponsors

Sponsors, investing to company or subscribing for the shares, as the founders of organizing affairs for company who enjoyed more extensive rights comparing with the general shareholders and occupied an important position in the process of setting up companies. In order to perfect personality for the company, protect the interests of the company and ensure the third party claims, it is clearly necessary that nailing down the obligations of sponsors based on the principle of matching the rights and obligations of civil law.Through the investigation and analysis of legislation for companies of major nations, trimming the scholars' views, the main civil liability of sponsors includes liability of breach of investment, liability of capital adequacy, the investor liability for damages, indiscriminate acts of liability risk, liability and breach of faith obligations and responsibilities of the sponsors of a third person and so on.Beginning at the cut-in point of company's establishment, starting from the different legal relationships between different main bodies and sponsors, several important types of civil liabilities of the company sponsors, including capital adequacy, the investor liability for damages, and the liability for damages for company and the liability to a third person, are discussed one by one in this paper. The full text is divided into five parts.The first part ensured the concept of company sponsors, the meaning and content of the sponsors' civil liability and the value of the system of the sponsors' civil liability. Firstly, through the theoretical expatiation and analysis of legislation, the meaning of corporate sponsors was summarized as: company sponsors are the peoples who have the common meaning of setting up company, subscribe for the shares, undertake services of companies and charter the constitutions of company. Secondly, meaning and content of the sponsors of civil liability were pointed out. Finally, the value of the system of sponsors' civil liability mainly including the fair value and the value of safety was discussed.The second part is about capital adequacy responsibility. Firstly, the meaning specified in this responsibility, purpose, meaning and character were pointed out. The responsibility has five characters: a statutory duty, the bearers limited to the company sponsors, no-fault liability, joint liability and the content is different with the capital adequacy responsibility. Secondly, the content of capital adequacy responsibility for liability, the liability of payment and responsibility and liability for damage four types were seriatim subscripted one by one. Combining with advanced foreign legislation and ensuring the meanings and legal consequences of them, we made theoretic analysis aiming at the controversial liability for damages and stressed the difference between the responsibility and liability for damages of company sponsors.The third part is the liability of default investment, and five aspects were elaborated: Firstly, the nature and patterns of default investment which contains the meaning of "contract" and the obligations of investment. the Investing obligations of sponsors belong to a contractual obligation and follow the general principles of non-performing debts when the sponsors' funded legal responsibility are not fulfilled. Secondly, the attribution principle of this responsibility, the principle of strict liability was adopted in legislation and judicial practice of many countries. Thirdly, the relative person for the application of responsibility, different opinions existed in theoretical field. The first point of view is that the relative person for the application of responsibility after establishment of company is the sponsor required investment, and the second point of view is that the relative body for the application of responsibility is company has been set up; The third view is that the relative person relative to both default liability company, but also a sponsor of investing perfectly. Through the analysis of the first two perspectives, we endorsed the third viewpoint. Fourthly, the relationships and differences with the capital adequacy responsibility. The relationships mainly reflect that the goals of them are the same, which is to ensure the capital adequacy. Additional, there is a corresponding relationship between them. The difference is mainly demonstrates that the main bodies of responsibility, the natures of responsibility, relative persons for the application and the occasions for application are different. Fifthly, the almsgiving of breach. The main five patterns of almsgiving are the performance of the process for the loss of right, the exercise the right of pursuing investor, damages, interest penalties and deposit penalties. Finally, the comprehensive proposals of the author are mentioned.The forth part is the company's liability for damage of the sponsor. Firstly, the concept and meaning of the responsibility are specified. The responsibility meant that during the process of establishing company, sponsors who lead to a result of damage to the interests of the company or not should be charged with the liability of compensation. Secondly, the analysis two types founders of liability for damages. One is that sponsors violated the obligations of liability which was come from the United Kingdom and the United States, and the British scholars and judges considered that the company sponsors starting from the establishment of corporate activities on the status of trusted should have the faith obligations in the company. In addition, the standard of "cautious obligations" and the relevant provisions of the law of the land were analyzed. The other is that the sponsors to take over the liability of compensation. Clarifying its meaning, we investigated the legislation of domestic and overseas, and improved the proposals.The fifth part is the sponsors' responsibilities for third part. The sponsors' responsibilities for third part mainly include sponsors' joint liability for the debts of the third part, sponsors' risk of tort and joint liability. Firstly, the meanings of sponsors' joint liability for the debts of the third part are specified, and referring to foreign legislation and theory the sponsors' responsibilities for third part was analyzed and concluded under the circumstances of successful and unsuccessful establishment of company. Secondly, the meanings of sponsors' joint liability for the debts of the third part are expatiated, relevant overseas legislation and its application should meet the three requirements. Finally, the responsibilities of the sponsor to the person of subscribing shares were discussed.In the present situation, although certain rules had been made on the civil liability system of corporate sponsors through legislation, it is necessary that to improve and perfect the design of some specific theories and procedures. It is the just contribution that we want to make in this paper. It is worthwhile to be pointed out that the discussion on company sponsors of the civil liability system and its legal response. I also believe that the further study on the sponsors' civil liability system by Civil Liability Company Law. As benign interaction between the legislative and judicial practice, the liability of sponsors will be more reasonable and better handling mechanism.