Probe Into The Company Before The Establishment Of The Contract Responsibility

A promoter is a person who takes initiative in founding and incorporating a corporation. Promoter may act along or with co-promoters to arranging necessary capital, acquiring any needed assets or personnel for the corporation to be formed.As the result, inevitably the promoter has to undertake pre-incorporation transactions on behalf of the corporation, including signing contracts with other persons to obtain essential elements for incorporation. Such contracts are called pre-incorporation contracts or promoter's contracts.The commitment of liabilities incurred by the pre-incorporation contracts influences the assignment of risks and benefits among relevant interest entities. However, because of the leak of relevant Corporate Law, not only does the commitment of liabilities incurred by the pre-incorporation contracts confuses the theory, but also brings very big puzzle to the judicial practice, and consequently does great harm to deal's stability and security. Therefore it is significant to attach importance to research on this subject.Besides the preface and the conclusion, this thesis includes four parts, as follows:Part one is outline of the concept of pre-incorporation contract. In this section, the concept and characteristic of pre-incorporation contract are clearly stated, the extension and the form of pre-incorporation contract clarified. Then the author analyzes the subject and validity of the pre-incorporation contracts. Finally, the author summarizes the main issues concerning the commitment of the liabilities of pre-incorporation contracts.Part two is relative research on the current situation of the issue at question. Based on the study of the judicial practice and legal theory of china and other countries, the author expects offer reference to the relevant legislation of our country. Part three are suggestions to the legislation concerning the promoter and"companies in incorporation".Part four states the author's standpoint and the solution of the issue on question. The author asserts that it is necessarily to affirm the validity of pre-incorporation contract in principle to meet the demand of reality. To resolve the question of the commitment of the liabilities of pre-incorporation contracts, we should analyze the stage before and after incorporation respectively. And the author uses three tests to resolve the issue at question.