公司瑕疵登记探究
发布时间：2019-06-02 18:44
【摘要】： 公司登记法律制度在整个市场经济法律体系中具有重要的作用,公司登记的效力是整个公司登记制度的核心,瑕疵登记的法律后果问题更是重中之重,本文主要运用分类研究方法和比较研究方法展开讨论。文章共有六部分,各部分的主要内容如下: 绪言,主要介绍本文的选题背景和选题意义,这是本文写作的出发点所在。 第一章,“公司登记概述”。在界定公司瑕疵登记之前,笔者首先对公司登记的概念与分类、内涵以及效力进行了分析。公司登记由申请—审查—公示三个步骤构成,同时也需要登记申请人与登记机关的相互配合,为了更完整地理解公司登记,原因行为与登记行为的关系是不可忽视的。公司登记私法层面的效力可以根据效力对象的不同,区分为对公司的效力与对第三人的效力,对公司的效力主要关涉公司法人主体资格的存续以及公司登记事项的法律效力,对第三人的效力主要表现为公信力与对抗力。 第二章,“公司瑕疵登记概述”。在公司登记的基础上,笔者提出本文中公司瑕疵登记的内涵,即公司登记信息与事实不相符合或者违反法律、法规强制性规定,并进一步分析了登记瑕疵产生的原因。在公司瑕疵登记的分类一节,笔者主要分析了三种分类方式,原因在于这三种分类方式是下文对瑕疵登记的效力与民事责任探讨的线索。 第三章,“公司瑕疵登记的效力分析”。本章的写作是以第一章公司登记效力为基础的,分别探讨了公司瑕疵登记对公司的效力与对第三人的效力。因为设立登记与注销登记主要影响公司法人资格的取得和丧失,变更登记主要影响登记事项的有效与否,所以笔者重点论述设立瑕疵登记对公司法人资格的影响、注销瑕疵登记对公司法人资格的影响,以及变更瑕疵登记对公司登记事项的效力的影响。接下来笔者详细分析了瑕疵登记的公信力与对抗力是如何得以体现的,并以案例进行了说明。 第四章,“瑕疵登记行为人的民事责任”。《公司法》、《公司登记管理条例》、《刑法》等重点规定了瑕疵登记的行政责任和刑事责任,民事责任未得到应有的重视。但是瑕疵登记实质上是一个私法领域的问题,因此民事赔偿责任才是对遭受损害方最有利的保护。笔者对公司设立人、登记机关与登记辅助人的民事责任分别进行了分析,由于验资机构是登记辅助人的典型代表,且近些年来验资机构的虚假验资行为严重,笔者以验资机构为代表分析了登记辅助人的民事责任。 文章的最后一部分为本文结论,最后进一步重申笔者的观点。
[Abstract]:The legal system of company registration plays an important role in the whole legal system of market economy. The effect of company registration is the core of the whole company registration system, and the legal consequences of defective registration are the most important. This paper mainly uses the classification research method and the comparative research method to carry on the discussion. There are six parts of the article, the main contents of each part are as follows: introduction, mainly introduces the background and significance of this topic, which is the starting point of this paper. The first chapter is an overview of company registration. Before defining the company defect registration, the author first analyzes the concept and classification, connotation and effectiveness of the company registration. Company registration consists of three steps: application, examination and publicity. At the same time, it also needs the cooperation between the registration applicant and the registration authority. In order to understand the company registration more completely, the relationship between the cause behavior and the registration behavior can not be ignored. According to the difference of the object of effect, the effect of private law of company registration can be divided into the effectiveness of the company and the effect of the third party, and the effectiveness of the company is mainly related to the survival of the subject status of the legal person of the company and the legal effect of the registration of the company. The effectiveness of the third party is mainly manifested in credibility and resistance. The second chapter, "an overview of company defect registration". On the basis of company registration, the author puts forward the connotation of company defect registration in this paper, that is, the company registration information does not conform to the facts or violates the mandatory provisions of laws and regulations, and further analyzes the causes of registration defects. In the section of classification of company defect registration, the author mainly analyzes three classification methods, because these three classification methods are the clues to the effectiveness and civil liability of defect registration. The third chapter, "the effectiveness analysis of the company defect registration". The writing of this chapter is based on the effectiveness of the first chapter of company registration, and discusses the effectiveness of company defect registration to the company and the effect to the third party respectively. Because the establishment of registration and cancellation of registration mainly affect the acquisition and loss of the legal personality of the company, and the change of registration mainly affects the effectiveness of the registration items, the author focuses on the impact of the establishment of defective registration on the legal personality of the company. The influence of cancellation of defective registration on the legal personality of the company and the effect of changing the registration of defects on the registration of the company. Then the author analyzes in detail how the credibility and resistance of defect registration can be reflected, and explains it with a case study. The fourth chapter, "the civil liability of the perpetrator of defective registration". The Company Law, the regulations on the Administration of Company Registration and the Criminal Law focus on the administrative liability and criminal liability of defective registration, and civil liability has not been given due attention. However, the registration of defects is essentially a problem in the field of private law, so civil liability is the most favorable protection for the injured party. The author analyzes the civil liability of the establishment of the company, the registration authority and the registered auxiliary respectively. Because the capital verification institution is a typical representative of the registered assistant, and in recent years, the false capital verification behavior of the capital verification institution is serious. Taking the capital verification institution as the representative, the author analyzes the civil liability of the registered auxiliary. The last part of the article is the conclusion of this paper, and finally further restates the author's point of view.
【学位授予单位】：中国政法大学
【学位级别】：硕士
【学位授予年份】：2010
【分类号】：D922.291.91
本文编号：2491346
[Abstract]:The legal system of company registration plays an important role in the whole legal system of market economy. The effect of company registration is the core of the whole company registration system, and the legal consequences of defective registration are the most important. This paper mainly uses the classification research method and the comparative research method to carry on the discussion. There are six parts of the article, the main contents of each part are as follows: introduction, mainly introduces the background and significance of this topic, which is the starting point of this paper. The first chapter is an overview of company registration. Before defining the company defect registration, the author first analyzes the concept and classification, connotation and effectiveness of the company registration. Company registration consists of three steps: application, examination and publicity. At the same time, it also needs the cooperation between the registration applicant and the registration authority. In order to understand the company registration more completely, the relationship between the cause behavior and the registration behavior can not be ignored. According to the difference of the object of effect, the effect of private law of company registration can be divided into the effectiveness of the company and the effect of the third party, and the effectiveness of the company is mainly related to the survival of the subject status of the legal person of the company and the legal effect of the registration of the company. The effectiveness of the third party is mainly manifested in credibility and resistance. The second chapter, "an overview of company defect registration". On the basis of company registration, the author puts forward the connotation of company defect registration in this paper, that is, the company registration information does not conform to the facts or violates the mandatory provisions of laws and regulations, and further analyzes the causes of registration defects. In the section of classification of company defect registration, the author mainly analyzes three classification methods, because these three classification methods are the clues to the effectiveness and civil liability of defect registration. The third chapter, "the effectiveness analysis of the company defect registration". The writing of this chapter is based on the effectiveness of the first chapter of company registration, and discusses the effectiveness of company defect registration to the company and the effect to the third party respectively. Because the establishment of registration and cancellation of registration mainly affect the acquisition and loss of the legal personality of the company, and the change of registration mainly affects the effectiveness of the registration items, the author focuses on the impact of the establishment of defective registration on the legal personality of the company. The influence of cancellation of defective registration on the legal personality of the company and the effect of changing the registration of defects on the registration of the company. Then the author analyzes in detail how the credibility and resistance of defect registration can be reflected, and explains it with a case study. The fourth chapter, "the civil liability of the perpetrator of defective registration". The Company Law, the regulations on the Administration of Company Registration and the Criminal Law focus on the administrative liability and criminal liability of defective registration, and civil liability has not been given due attention. However, the registration of defects is essentially a problem in the field of private law, so civil liability is the most favorable protection for the injured party. The author analyzes the civil liability of the establishment of the company, the registration authority and the registered auxiliary respectively. Because the capital verification institution is a typical representative of the registered assistant, and in recent years, the false capital verification behavior of the capital verification institution is serious. Taking the capital verification institution as the representative, the author analyzes the civil liability of the registered auxiliary. The last part of the article is the conclusion of this paper, and finally further restates the author's point of view.
【学位授予单位】：中国政法大学
【学位级别】：硕士
【学位授予年份】：2010
【分类号】：D922.291.91
【引证文献】
相关硕士学位论文 前2条
1 张瑜;从虚假材料引发的行政诉讼看公司登记制度及其完善[D];华东政法大学;2012年
2 汤军;公司登记异议中的民事与行政关联问题研究[D];上海交通大学;2012年
，本文编号：2491346
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