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《Journal of Beijing University of Aeronautics and Astronautics(Social Sciences Edition)》 2011-06
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On Promoters' Liabilities after Incorporation of Companies Limited by Shares

Fan Shiqian(College of Civil and Economic Laws,China University of Political Science and Law,Beijing 100088,China)  
There are many legal leaks in China's Corporate Law regarding promoters' liabilities after incorporation of companies limited by shares.China should amend Corporate Law as follows: Firstly,after incorporation,the companies should assume the responsibility as well as rights,when promoters contract with others on behalf of the corporation in the incorporating process.Secondly,when the other party knows or ought to know that the promoter is contracting for his/her own benefit,while on behalf of the corporation to be incorporating,then he/she would assume the results for himself/herself and could not ask for the company to assume liability.Thirdly,promoters should assume liability,if their activities go beyond reasonable ambit.The blameless promoters can recover from faulty ones.If unauthorized agency constitutes agency by estoppel,the other party of the trade may insist on the availability of the transaction.Meanwhle,the impaired corporation may recover from promoters.Fourthly,promoters may assume the incorporating fees beyond what the founding meeting of the company has recognised.Fifthly,if promoters slack in discharging obligations,they should bear the responsibility of compensation to the impaired party.Sixthly,the liability of promoters can be abolished by all the shareholders' agreement.
【CateGory Index】: D922.291.91
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