A Limited Liability Company Set Up A System Of Study

As a kind of independent company form, limited company plays a very important role in social life, but because of it's resemblance with stock company, the study of scholar on company concentrate on stock company mainly. But in actual life, because of the relatively low sthreshold,the relatively flexible inside organization and the stronger social adaptability, its quantity has already exceeded stock company far away from. Especially at present, many state-owned enterprises have adopted this form of limited company in the course of reforming system, make limited company not only on the quantity, but also more and more important in the position. To this situation, this text will describe around several respects in the course of setting up of limited company.Limited company needs promoters like share limited company, the promoter is different from the contributor of the company, the shareholder of the company in the future too, our country's "company law " replaces promoters with the shareholder, has ignored the difference between promoter and shareholder, this is wrong, so we should distinguish the shareholder and promoter, and define promoters with the essence concept .The relationship of the preincorporation and formed corporation, preincorporation and promoter, and the legal status, right ability and capacity of preincorporation, this text think they are almost the same body; promoter is the express organ of preincoporation. Ability and capacity of the preincoporation are in the range for necessary setting up company; preincoporation is different from partner of promoter,unincorporated society, forming society, so we should describe the legal status of the company from the course of setting up the Company.Legal consequence of setting up the company should be deal withaccording to the situation. Firstly, we classify the action of forming action into promoter action and preincorporation action. And then expound how to deal with different behavior when the company is set up successfully, unsuccessfully and with defection separately. While successfully , to company's behavior, no matter the formed corporation agrees, should bear its consequence. However, if the promoter has fault in this course, with this face-off third party acting in good faith, but can be chased to the promoter after the company bears responsibility, to promoter behavior, while unsuccessfully, should discharge the preincoporation, and the legal consequence caused by promoter behavior, should be undertaken joint liability by the promoter.To the defection, should distinguish different kinds of the defection, to the legal flaw, will cause the dismissal of the company; to the defect that can be remedied through a certain way. Might not cause the dismissal of the company remedied through a certain way. Especially limited company is different from the stock company, the article of the company is more obvious, some is agreed on by the promoter, does not influence the regulations of outside creditor's interests, even violated some regulations of the corporation article, might not dismiss the company either, but can remedy through the method to revise company article .