Research On The Commercial False Registration

Commercial registration acts as a media of recording the information of commercial subject and displaying aforesaid information to the public,and it symbolizes that the legal status of commercial subject has been recognized.Therefore,the commercial registration system is of great significance to regulate the market economic order and protect the security of transactions.In market activities,commercial registration is a preposition procedure for many commercial acts.Commercial false registration will not only result in a great loss of reliance interest of one party of the commercial deal directly,but also indirectly make the credibility of commercial registration be questioned.Thereby it will increase transaction cost of commercial activities and destroy the market order.Currently,in mainland China,the research on the commercial registration system is always limited to the general introduction,lack of systematic and in-depth research on the problems of the commercial false registration.Nowadays,with the expansion of the scope of commercial transactions and the increase of commercial transactions between strangers,commercial subjects usually verify the information of both sides before transaction in order to protect the security of their transactions.The authenticity of commercial registration information,which has the credibility,has influence on the stability of market transaction order.But in modern society,the phenomenon of commercial false registration are prevalent due to the lack of integrity.Plus,there are no explicit regulations on the effectiveness of commercial false registration in legislation.And most legal provisions of commercial false registration focus on the administrative liability and criminal liability of the perpetrator,but rarely involves the civil liability that injured party is concerned about.Based on problems in practice of commercial false registration,this paper aims to explore the effectiveness and civil liability of the commercial false registration for protecting legitimate rights and interests of obligee and guarantee the security of market.This paper has been divided into three parts:the first part is to clarify definition and the forms of commercial false registration,and to illustrate the types of false registration and analyze the causes of false registration,which means to make an overall introduction on commercial false registration.The second part is to analyze and study on the effectiveness of commercial false registration.First of all,this part analyzes the impacts of registration of incorporation and cancellation on commercial subject qualification respectively according to the formative stages of false registration.And then the author puts forward the conception based on comparing related legislation attitudes in foreign countries and regions.Next,the author analyzes credibility and confrontation force of false registration in details,and enumerates a case to illustrate the application of bona fide acquisition of shares.The third part is to study on the structure of the civil liability of commercial false registration.To begin with,the author sorts out the responsibility system of false registration,and emphasizes analysis of civil liability which is barely involved in our laws.Then from the perspective of subjects of legal responsibility of commercial false registration,the author analyzes applicant,the registration authority,and registration assistant(with a capital verification institution as an example)on how to bear the civil liability for people who suffered losses respectively.Finally,the author puts forward his own suggestions after the research on the nature of the civil liability of the actors of false registration,doctrine of liability fixation,and components of civil liability.