设立中公司及其性质与地位的法律解读

A Legal Interpretation on the Company of the Establishment and its Nature ﹠ Status

在公司设立过程中所形成的社团,理论上一般称之为设立中公司,也有学者称之为筹备中法人。我国公司法对成立后的公司的组织结构、治理机构等内容的调整透彻深入,但却缺乏对设立阶段这种组织体的调整。在公司法中,仅第九十五条概括明确了设立中公司的法律责任问题,这一条款过于简单,不足以全面调整公司设立阶段的责任关系,就设立中公司的其他问题虽有所涉及,但不系统,缺乏可操作性。设立中公司的组织和运行,直接关系到成立后公司的运行和发展,关系到整个公司后续发展的稳定性,甚至有着并不次于成立后公司的法律地位,故有必要厘清设立中公司的基本含义,对设立中公司及其性质与地位进行法律解读。

In theory, the formation of associations in the process of the company set - up is commonly known as the company of the establishment, is also known as the preparation of legal by some scholars. In China＇s Corporation Law , after the company of the establishment＇s organizational structure, governance institutions have an adjustment of the contents of a thorough in - depth, but lack of such organizations on the estab- lishment of phase adjustment of the body. In Corporation law, there is only the 95th in the establishment of a clear summary of the company＇s legal responsibility. This provision is too simple, not enough to fully adjust the phase of the responsibility of companies to set up the relationship during the establishment of companies involved in other issues though, but lack of system and operability. The establishment of the eompany＇s organization and operation is directly related to the establishment of the company＇s operation and development, and subsequent developments related to the stability of the entire company, even after the establishment has not inferior to the company＇s legal status. It is necessary to clarify the company of the establishment＇s basic meaning and its legal interpretation of the nature and status.