A Study On The Legal System Of Invalid Company Establishment

Company is the key part in modern marketing activities. Under the condition of market economy, company not only affects the economic life of people, it also plays a very important role in social culture and political life. Company establishment is the sum of various acts that the company founders set according to the legal procedures. AS the fundamental content of the company legal system, the establishment is the prerequisite for survival and development of other legal system in company. It is also the basic condition for maximum and optimal utilization of company as vertical integration mechanism. The essence of invalid company establishment is that during the process of establishment, the serious defects on establishment lead the valid corporate capacity into invalid. During the statutory period after establishment, the shareholders, creditors and other stakeholders can eliminate the defects through legal means in order to minimize the harm of the defects to society. The system is of great significance for specification the effective operation and economic performance of company. But the Company Law has been no relevant provisions in the system. Establish and improve company establishment invalid and revocation System is a important issue we should consider when China's Company Law amendment.This paper studies the establishment the system of invalid company establishment. This paper has five parts.The first part is the theoretical analysis on invalid company establishment. This part finds the links between defect of company establishment and invalid establishment. It also indicates that the contents of the defects are the logical starting points and the major concern of invalid establishment. Then the author explains the characteristics and form elements of invalid company establishment. Finally, the author analysis the related concepts of invalid company establishment, disregard of corporate personality, revocation of incorporation and failure of incorporation. It makes the independence of the system shows better performance.The second part analyses the necessity of the establishment of legal system for invalid incorporation. Firstly, it analyses the status of legislation of invalid incorporation in current company law. It mainly analyses the disadvantages of existing legislation. Then the author focuses on the practical significance of establishment of invalid incorporation system. It also points out the function of the establishment of invalid incorporation, such as enriching the company establishing system, protecting other shareholders, protection the innocent shareholders, maintaining market order, safeguarding the credibility of the company registration authority and upholding the fair values of law.The third part is comparative study on domestic and abroad legislation on invalid incorporation. Firstly, according to the different results of provision, this part divides the provision of invalid incorporation into single legislation mode and double legislation mode. In single legislation mode the paper takes Germany and France as an illustration, while South Korea and Japan are taken as the illustration of double legislation mode. This part makes a detailed analysis of legislation for invalid incorporation in these four countries. The purpose of this part is providing reference for establishment of invalid incorporation system in China by analyzing the four examples and combining them with the specific national conditions in China.The fourth part is the main body of this article. This part points out the thought of consummating the invalid incorporation system. It gives detail design and plan in theory and procedure in aspects of the reason, procedures, correction and invalid suit.The fifth is the conclusion of this article. Conclusion aims to make a systematic summary on all the issues in this paper and draw the paper's central conclusion. The conclusion is that it is of great practical significance to construct an invalid incorporation system in our current social environment and legal framework. The company legislation should include the invalid incorporation system as soon as possible.