Research On Civil Obligation And Liability Of Company Sponsor

Setting up a new company is a cumbersome and lengthy process.In this process, the promoters play a crucial role.During the establishment phase, promoters lie in the centrality in various legal relations and dominate whether a company will be successfully setting up. Meanwhile promoters also affect other legal subjects who are related to the process of setting up a new company. Unfortunately, the company law of the people’s republic of china does not provide the system of company’s promoters. In the absence of any definition and descriptions of the circumstances, the term "promoters" but appears on the company law in relevant chapters. This will inevitably bring confusion to judges in legal practice. In order to solve this problem, the supreme people’s court issued the judicial interpretation (III) on application of the company law of the people’s republic of china. Based on the judicial interpretation (III) and legal cases, the research of this paper is trying to study in but limited in the civil obligation and liability of company promoters. This paper is divided into five parts:Part one, by introducing a legal case, the writer shows the legal problems caused by how to defining the promoter in legal practice. Then the writer analyzes the definition of "the promoter" given by the judicial interpretation (III). Based on this, the writer puts forward some suggestions on how to improve the provisions related to the definition of company promoters.Part two, this part is mainly about the obligations of company promoters. The writer focuses the study on the fiduciary duty in common law. Due to the absence of provisions about "fiduciary duty" in the company law of the people’s republic of china, this part is mainly about the introduction of the fiduciary duty in common law.Part three and part four, through analyzing the legal cases, the writer studies the liability of company promoters in these two parts and shows the problems in provisions related to company promoters’liability. According to the two different results of setting up a new company, the writer divides the liability of company promoters into two situations. That is when a company is successfully founded or when a company is not founded.In the last part, based on the comprehensive understanding of the concept, obligations and liability of company promoters, the writer analyzes the measures in recent years that are aimed to improve our system of company promoters and shows the problems of them. And then the writer puts forward some legislative suggestions on future legislation.