On The Company Sponsors The Responsibility

Whether a company can completely and orderly develop is related to whether it is legally and scientifically set up. The setup of the company must have three requirements of people, objects and behavior. The promoters of the company, as the necessary requirement of the setup, are critical to the setup of the necessary and its good running, and is a critical element in the setup of the company. So the regulation on the promoters and the liability of their promoting behavior is very important. And it also becomes the important subject of the research about the company laws, which requires people strengthen their understanding about what are promoters and who can be promoters and the position of the promoters. The desertion has systematically researched the number of promoters and their qualification, the nature of the setup behavior, the legal position of the promoters in the pre and pro process of setup via comparing company laws of foreign countries and agreed the special position of promoters in the company organization, and pointed out that before the setup, promoters are members of the promoting partnership and also the body of the company in the setup as an integrity. Promoters have the rights and the obligations in and after the setup. Promoters must burden the liability if they breach legal obligations or promissory obligations.The achievement of the company's independent legal entity is the process, which stays with the setup of the company. The setup is just a process to make the company in the setup change from one that has no legal qualification to the other that has, and its aim and result is to set up the company. On the basis of comparing, analyzing and inheriting many theories of foreign countries and regions and many delegation and judicial practice, the desertion makes the concept of the company, legal position and the cause of the behavior, and study the process of the setup of the company and researches the base and origin of the liability of promoters and legal liability of the setup of the company. It points out the legal liability of the setup differs with results. To develop the complete entity of the company, the construction of the system of promoters must be strengthened .After analyzing the necessity of regulating the promoters, the desertion studies the characters ,sorts and contents of the civil liabilities of promoters and meanwhile narrates the administrative and criminal liabilities of promoters. And then it points out that our current company laws are no doubt the products of the change from plan economy to market economy. It has neither simple and strict regulations like Romano-Germanic family nor detailed analysis like English-American legal system. It has defects including the unbalance of liability system. It points out the elementary plan and related legislation advices through analyzing the defects of our current system of liability of promoters and referring advanced foreign legislation and combining the development of our social economy and company legislation and judicial practice to expect to supply good support in theory and reference to the amendment of our company laws and to promote the setup of the promoters system which complies with both the states situations and the international systems to protect the rights of shareholders, company and the creditors.