Company Promoters And Their Civil Liability Study

The creation of any corporation relies on affmnative action incorporated bypromoters. Owing to the especial legal status, the behavior of promoters directlydetermines the right and liability related to the company in the future and theinvestors, affects the safety of transaction and the stability of social and economicorder. However, there is quite a big blank in the Company Law. The theoriesstudy of Company Law focus on discussing the capital system, the management,the social liability and interests of stock holders, the study of the system ofcreating company, especially the promoters, is very weak. Therefore, it is veryimportant to study the theories of company promoters. This paper, comparingoverseas legislations, analyzing viewpoints of scholars at home, and combiningour judicial practices, does a humble research on several aspects of companypromoters. This paper with about thirty thousand characters consists of prefaceand main body, containing four chapters.The first part of this paper focuses on the definition of the promoter. First ofall, the promoter shouldn't be limited to the incorporated company, and it is acommon concept in the company law. Secondly, there are three kinds of theoriesabout the definition of the promoter. By comparing the promoters' concept ofcommon law legal family with that of civil law family, the author suggests thatour company act should adopt the form theory and supplement similar promotersystem.The second part is about the qualification of the promoter. The promoterplays an important role during the course of establishing Co. Ltd, so it isnecessary for law to stipulate some limitations on the promoter. This part gives adetail exposition on the limitation to the promoter in three aspects: number,identity and civil capacity, nationality and domicile. On the issue of limitation oncivil capacity of the promoter imposed by current law, the author advocates arepealing of such provisions. A reflection is made over doctrines that dying thecapacity of incapacities and non-profit corporation as promoters which aresponsored by most of scholars, which is a positive argued answer defying priorones to this determined question. Part Three is about the legal status of promoter. The author firstly analyzesthe status of the formative corporation, carrying out his own opinion: the natureof the formative corporation is a kind of corporation without the capacity for civilright. Secondly, the part analyzes the status of the promoter, and put forward thatthe status of promoters should be studied in the legal relation.Part Four is a discussion on personal civil liability assumed by promoters.Firstly, the paper studies the relation of civil liability between the promoter andcompany, the formative corporation. Secondly, from the angle of promoters'personal liability to the company and to the third party, an analysis is elaboratedover relevant legal rules and institutions abroad. Meanwhile, a note on thedemerits of current relevant roles of law is given in a form of criticism.