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随着经济的飞速发展,公司资本登记制度的改革使得公司设立门槛降低,设立公司更加方便快捷,但也对经济发展的稳定性带来巨大的挑战。国家干预减少难免出现不符合法律规定标准但仍然通过公司登记程序取得了法人资格的公司,产生瑕疵公司。公司瑕疵设立无效制度在我国现行《公司法》中已有规定,但因为其现有的瑕疵公司撤销模式以行政撤销为主要途径的救济方式的种种缺陷,需要从具体成因着重完善。笔者从公司设立无效的相关理论入手,结合比较法、各国理论和我国现行法律制度,提出具体建议,以期公司设立制度更加完善。
With the rapid development of economy, the reform of the company’s capital registration system has lowered the threshold for the establishment of the company and set up the company more conveniently and rapidly. However, it also poses a huge challenge to the stability of economic development. National intervention to reduce the inevitable emergence of standards that do not meet the legal but still through the company registration process has acquired legal personality of the company, resulting in defective companies. The establishment of the invalid system of the company flaw has already been stipulated in the existing “Company Law” in our country. However, due to the defects of the existing remedy mode, the company withdrawn the mode with the administrative cancellation as the main way, it is necessary to focus on the specific causes. The author starts with the theory of invalidation established by the company and puts forward concrete suggestions combining the comparative law, the theories of various countries and the current legal system in our country so as to improve the establishment of the company.