Analysis On Civil Liability Of Company Promoter

As the most fundamental and active market player, a company shoulders the heavy responsibility of creating a thriving market and promoting economic growth. The establishment stage is of great importance in the entire life cycle of the company, and as a human factor, the company promoter plays a key role in the establishment of the company. It is necessary to make rules for the civil liability of company promoters, in order to encourage and supervise them to complete their obligation of setting up companies faithfully and diligently.In the new Chinese Company Law enacted and exercised since 2006, the issues related to the civil liability of company promoter have been given complementary and modification on legal dimension. However, there still exist some disadvantages, such as the widespread controversy in the legal academic field on connotative definition, liability fixation principle and type definition of company promoters’ civil liability, the imperfection of legal provision, and the unified ideas in academic field. All of these influence the way of legal practice to deal with cases directly. This thesis will be based on the condition of our country, learn from the legal provisions about civil liability of company promoters in Anglo-American and Continental legal system, analyze our legal system defect, and put forward some improvement suggestions and references. There are five parts following in this thesis, including the first part introducing the background, the second part introducing the general theory, the third part classifying the type of civil liability of company promoters, the forth part of existing problems of company promoter civil liability system, the fifth part giving the perfect suggestions.The innovation of this paper mainly includes the following aspects:based on the nature analysis, the classified types and the liability fixation principle of promoters’civil liability was delimited; In this paper, the establishing company was positioned in a dynamic perspective. Civil subject status of the To-be-Formed company was admitted to a certain extent. It was also believed that the establishing company should assume part of the civil liability caused by infringement, breach of contract, and other reason produced to enable the setting up of the company.