On The Defective Set Up The Company's Legal Effect

The system of defective incorporation is a key system closely relating to the independent legal personality of corporation. However, we have not built up such system in our company law. Only a few relative contents could be found in some single regulations. These words are both in the lack of clear definition and other coherent rules, not to mention the administrative power behind them. Although certain judicial advice has made up for it to some extend, our legislation in general still holds only a few regulations for various defective incorporations in practice, which is not efficient in the current market economy society.This dissertation focus on the maintenance of the defective incorporated company's legal effect in the hope of arousing more attention and encouraging practical solutions to the problems. In the first part, the author states generally about the definition and types of the defective incorporated company. Then different attitudes and legislate trends of the two legal systems are summarized. The major topic thereof is the current legislate situation in China as well as relative theory topics. Also the difference between the deny of defective incorporation and the doctrine of"piercing the corporate veil"is mentioned.In the next part, the author advanced personal opinion: we should set up the general rule of maintenance for defective incorporation, supporting by the defect correct system and the situations for denying legal personality under law. Since the correct system is based on the maintenance of defective incorporation and the denying rule is counted as an exception, the author pays much attention to the reasons for maintenance. The glory economy meaning of legal personality and the security of transaction are the two supporting doctrines. There are also some specific reasons, such as the certificate doctrine, protection for the creditors, our current economy and cost analysis. The end of this part are details on the defect correct system and the denying situations.In the last part of the dissertation, legislative suggestions are put forward based on the above analysis. Some particular questions are made clear in the system design of defective incorporation. The most remarkable features of the dissertation consist of:The first is the comparative method taken in the dissertation. Compare the differences of legal systems in defective corporation, and try to consider various characteristics in a whole and the specific supporting rules.The second is the value method taken in the dissertation. The defective incorporation system is discussed not only on the surface but also in way of deeper perspective. Values of legal personality and transaction security are put into defective incorporate system for balancing and considering.The last is the legislative proposals offered in the dissertation. With the intention to improve the legislation and practice of defective incorporation, the deficiencies in legislation and theory field are pointed out based on the study of systems and values thereof, and the general legislative proposals are put forward in the dissertation.