论文部分内容阅读
通说以民法无权利能力社团的组织特征去解释从事复杂商行为的设立中公司,无疑会使设立中公司承担不能承受之重。就发起人的设立动机而言,其目的是为创设一个承担有限责任的公司,就设立中公司而言,将设立阶段划分为发起人合伙和设立中公司的理由并不充分。设立中公司应当被视为设立阶段的惟一主体。设立中公司具有完全的责任能力并能以自己的财产独立承担设立责任。
Talking about the constitutional characteristics of non-profit-making societies in civil law to explain the establishment of companies engaged in complicated businesses undoubtedly make the establishment of a company unbearable. In terms of the promoters’ motivation for establishment, the aim is to create a company with limited liability. For the establishment of a mid-level company, the reasons for dividing the stage of establishment into sponsorships and establishment of mid-level companies are not sufficient. The establishment of a mid-term company should be regarded as the sole subject of the establishment phase. The establishment of a company has full responsibility and can assume the responsibility of establishment independently with its own property.