论公司设立无效制度-民商法学专业论文.docxVIP

introduce the preliminary theory of the system, and then outline its basic framework. Second, legislative model and inspiration of invalid incorporation system. The system is in very different situation in common law system and civil law system. In the common law system, the legal personality of corporation will not be denied generally due to the flaws in the process of establishment, but civil law system is not the case. This is mainly caused by different capital system. The situation of invalid incorporation system reflects its value, and by contrast, the public power seems to be over in the way of dealing with this system in China. Through the comparison of differences in legislation between the two legal systems and the analysis of the value of invalid incorporation, the legal significance of setting up this system in China and the principle of the construction could be obtained. The third part will analyse problems exist in invalid incorporation system of China. There are not clear definition of the system in China’s current legislation and lack of specific system and detailed regulations, which is harmful to the construction of legislation. The law practice is blurred and difficult to operate due to detailed regulations in invalid incorporation system, therefore, the administrative power often lead the dealing process instead of juridical power. Besides, the system neglects protection of third party acting in good faith, it tends to afterwards remedy but ignore advance prevention, and the lack of government accountability and the improper provisions of legal liability are issues exist in current system. The last part will research about countermeasures and system design on invalid incorporation system in our country. This part is the foothold of the whole essay and the plan for construction of this system in China. First the system should be specially defined and detailed set in legislation. Then the reason, remedial methods, and legal liability of invalid in