The Research On Legal System Of Pre-incorporation

The pre-incorporation is an organization which the sponsors reach an agreementin accordance with the relevant laws and regulations,and to proceed with a series ofpreparations in order to set up a company. The pre-incorporation as a temporary andindispensable organization exists everywhere in civil activities,it’s an importantsubject in civil and commercial legal acts.Unfortunately our law does not confer anexplicit legal status to the pre-incorporation, and related laws and regulations aregeneral and basic provisions, involves the setting up in the company’s liability isdifficult to define, it is neither conducive to protect the relative of the contract, norconducive to protect the sponsors. So it is necessary to confer the legal status andresponsibility to the pre-incorporation.Articles analyses the pre-incorporation’s concept, features and the relationship tothe sponsors or the company,define the pre-incorporation as an unincorporated societywith its own characteristics. Although it has not completed the legal registration,does not have the legal personality, is an independent subject, but it has gone beyondthe personality of the sponsors, have separate property and organization, and canuse it’s own name to establish contract for setting up a company, enjoy the rightsand assume obligations.Who will assume the Legal responsibility of the pre-incorporation,when thecompany is set up eventually,if the relative of the contract advocate thepre-incorporation to assume contractual liability,it will assume the civil liability, unless the company has evidence that the sponsors signed a contract for their owninterests,the company need not assume corresponding responsibilities, except therelative of the contract is in good faith.If the sponsors signed a contract in its ownname at the same time, the law grant the rights to the relative to choose thepre-incorporation or the company to assume the obligations. If the pre-incorporationsign a non-essential contract by the name of the established company,the law grant therights to revoke and requires the behavior bear assume the legal responsibility. Whenthe company fail to set up eventually, the sponsors will take the relatedresponsibilities.Although the interpretation (3) of The Company Law make up some blankpart of the legal provisions on the pre-incorporation, but there are still many issuesneed to be further clear and perfect, the fourth chapter will refer these problems andput forward my own suggestions and comments.