Legal Regulation Established By The Company Defects Research

Defective incorporation is such a legal phenomenon that the company had been established and business license had been issued, but the status of enterprise legal persons is not stable because of lawful entity conditions or procedure conditions were not obeyed by shareholders or other participants who took part in the establishment of the company. Defective incorporation doesn't satisfy the qualification and process of statute. During the course of trading, business risks will be probably transferred to shareholders, creditors and stakeholders. And the defective incorporation has negative effect on the stability of the legal personality of the corporation. And finally it will do great harm to the public interests involved and the stability of economy order. So there is theoretical and practical value to research on the problem. This thesis is divided into five chapters to clarify the author's view, and the main content is set as the following:Chapter One: Based on setting forth a definition on the defective incorporation and comparing it with some other legal concepts related, then explaining the characteristic and it isn't replaced. The research on the diverse situation of defective incorporation aims at explaining the cause of defective incorporation and the effect that it has on the stability of the legal personality.Chapter Two: Based on analyzing the effects and contents of legal regulations on defective incorporation, this chapter comes to the conclusion that legal regulations on defective incorporation in China will perfect legal system of establishment of corporation, protect transactions and perfect modern corporation system of our country.Chapter Three: The dissertation discusses the different regulations in the civil and the common law system on the defective incorporation. Despite the differences between the two law systems, it can be drawn a conclusion that there is much coincidence between them. And the coincidence is upholding validity of defective incorporation. Besides, there are other three similarities between the two law systems on legal reasons of defective incorporation, legal process of defective incorporation and legal effects of defective incorporation. Through analysis on the systems of defective incorporation between the civil law system and the common law system, guidelines which can be used for reference are put forward in order to perfect defective incorporation system in our country.Chapter Four and Chapter Five: Based on analyzing the problem of legal regulations on defective incorporation, the last chapter put forward relative thoughts and systematic advices on perfection of legal regulations on defective incorporation in our country as follows in order to do better to it: 1.To perfect the legal reasons of defective incorporation. 2. To establish the principles of upholding validity of defective incorporation. 3. To establish rectification system of defective incorporation, compulsory winding up system of defective incorporation and civil compensation system of defective incorporation.