Defective Establish A System

The corporations are very important in the modern economy market, so we should have a strict incorporation system in order that all the corporations in the market are legally incorporated. But in practice, it is not rare that the corporations are defectively incorporated. At the beginning, this dissertation analyses the definition of defective incorporation and has a sound explanation of the kinds of the defective incorporation. Then the dissertation discusses the different regulations in the civil law and in the common law system towards the defective incorporation. In the civil law system, there are three kinds of models about the defective incorporation: null model, distinguishable denying model and withdrawal model. But these three models do not, in principle, admit the legal personality of defective incorporation corporate. In the common law system, there are two kinds of models regarding defective incorporation traditionally: principle admission and specific admission. But now, admitting the legal personality of the defective incorporation is common practice in the common law system.In our country, the legislation of the defective incorporation has many shortcomings. The reasons of defective incorporation withdrawal are too narrow; the procedures of defective incorporation withdrawal have its own defects; and there is no civil remedy to those who may suffer from the defective incorporation. Finally the dissertation puts forward some suggestions to better the defective incorporation withdrawal system.