Civil Liability Joint-stock Companies Sponsor Research,

The establishment of company must be prepared and organized by people. For a limited liability company, since there are only a few people involved in initiation at the beginning, the would-to-be shareholders are generally engaged in the preparation. Our Company Law does not have the regulation about initiator for the limited liability company, but regulates the system of initiator for the incorporated company. By Article No. 77 in the current version of Company Law, initiator, capital and article of association are three important elements in the establishment of incorporated company. Actually, the initiator plays the critical roles in the process of establishing incorporated company.There has been more than 30 years since our Company Law took effect. The Company Law has been amended for many times, especially in 2005 the law was revised most greatly. Compared with the old version of 1993, the new one has innovations from many different sides, especially on the traditional theory of company law which has been followed for so many years, such as lowering the minimum limit of the statutory registered capital, and cancelling the approval system of establishment.However, although the new Company Law makes the supplementation on initiator's capital adequacy liability, the law still follows the style of the old one on the whole. The new Company Law appears to be simple and rough, not as simple and strict as continental law system, nor as detailed and flexible as Anglo-American law system.With the fast process of marketing in our country, there is an increasing need on establishing incorporated company. At present, there has been various groups of initiator. However, a series of system related to initiator, including the initiator's civil liability system in particular, have problems which need to be considered seriously and discussed carefully. There is urgency to study this field.The paper begins with the basic concept of initiator, and then analyzes the initiator's eligibility, legal position, civil rights and civil obligations, specific civil liability and civil procedure system, which constitutes the basic theory of initiator's civil liability system in our incorporated company. Meanwhile, after analyzing the insufficiency of our current system of initiator's civil liability, being combined with our social and economic development under the new environment of market economy, company legislation, judicial practice and referring to the overseas achievement of company legislation, the paper puts forward some suggestions on how to improve the legal system of initiator's civil liability in our incorporated company.The paper includes four parts as follows:In the first part, there is a general introduction to the initiator of incorporated company. First the introduction goes to the continental law system, Anglo-American law system, and the relevant regulation on the concept and eligibility of initiators in our legislation. Then, the paper analyzes the problem of initiator's legal position in our legislation, and elaborates civil right and civil obligation that initiator should hold and undertake, which paves the theoretical way for the second part.In the second part, the paper elaborates initiator's civil liability in incorporated company, which is the main content of the paper. This part particularly introduces the specific content of initiator's civil liability in incorporated company, making analysis and research on initiator's civil liability under three following stages respectively: Setting up (Registration), Establishing(Success of Setting up) and Not Establishing(Failure of Setting up).In the third part, the paper introduces the litigation system of initiator's civil liability in incorporated company. Civil liability is indispensable with civil procedure. The first two parts of this paper focus on the basic theory of initiator's civil liability system of incorporated company. In this part, the paper from the angle of different litigation subject, discusses about the civil procedure and the basis of request rights between initiators and company, initiator and creditor, initiator and other shareholders. Besides, the paper also puts forward the idea of how to protect the other party better in the judicial practice.In the fourth part, the paper makes a comprehensive analysis. As seen, there is some insufficiency in the first three parts on the system of initiator's civil liability in incorporated company, but they are not put together in the same place. In this part, the paper makes the systematical analysis on deficiencies and shortcomings, and comes up with specific suggestions on initiator's civil liability system in our incorporated company.