贺某诉华龙公司刘某装饰装修合同纠纷案评析

发布时间：2018-02-28 18:28

本文关键词： 有限责任公司设立发起人公司股东债务加入　出处：《湖南大学》2013年硕士论文　论文类型：学位论文

【摘要】：在我国经济高速发展的社会背景下，有限责任公司作为最普遍地经济组织存在于社会生产生活中。有限责任公司的设立到成立，是其取得民事行为能力的必经阶段。一直以来，我们将研究重点都主要放在了有限责任公司成立后的相关制度上，而忽略了对有限责任公司设立阶段法律制度的研究和完善。贺某因华龙公司拖欠其工程款致使其权益遭受损害而向法院提起诉讼。在案件审理过程中，争议双方在华龙山庄装修项目工程款由谁负责这个问题上各执已见，，由此引发出了有限责任公司设立阶段由发起人订立的合同的责任承担问题。另外，争议双方对于刘某是否应当承担责任及承担何种责任这个问题的意见分歧较大。对于公司设立阶段发起人代表公司签订的合同应当予以确认，其责任应当由成立后的公司承担，就公司股东滥用有限责任逃避个人或公司债务的行为，该股东应当向债权人承担连带责任。在公司设立阶段我国商事制度很不完善，导致在此阶段出现的纠纷日趋增多，我们只有完善公司设立阶段的相关法律制度，才能起到对该阶段交易的最大的保护作用。公司的有限责任是公司股东仅以其出资限额承担责任，目的在于降低公司股东的投资风险，增加投资者的积极性，使公司在其全部资产下对外承担责任。为了抑制不当行为人滥用公司有限责任损害他人利益，在符合法定原则的情形下应当灵活运用公司法人否认制度来保障当事人的合法权益。
[Abstract]:Under the social background of rapid economic development in China, limited liability company, as the most common economic organization, exists in social production and life. The establishment of limited liability company to its establishment is the necessary stage for its ability to acquire civil behavior. We have mainly focused our research on the relevant systems of limited liability companies after their establishment. While neglecting the study and perfection of the legal system of the establishment stage of a limited liability company. He filed a lawsuit in court because of the damage to his rights and interests caused by the Hua long Company defaulting on its project funds. In the course of the case, The two parties to the dispute have held different views on the question of who should be responsible for the renovation project of Hualong Heights, which has raised the issue of the liability of the contract concluded by the sponsors during the establishment stage of the limited liability company. In addition, The two parties to the dispute have different views on whether and what kind of liability Liu should bear. The contract signed on behalf of the company by the initiator at the stage of establishment of the company should be confirmed, and its liability should be borne by the company after its establishment. As to the behavior of the shareholders of the company abusing limited liability to evade personal or corporate debts, the shareholder should bear joint and several liability to the creditors. At the stage of the establishment of the company, the commercial system of our country is not perfect, which leads to the increasing number of disputes in this stage. Only by perfecting the relevant legal system of the company's establishment stage can we play the greatest protective role in the transaction of that stage. The limited liability of the company is that the shareholders of the company bear the liability only by the limit of its capital contribution. The purpose is to reduce the investment risk of the shareholders of the company, increase the enthusiasm of the investors, and make the company bear the external liability under all its assets, in order to restrain the improper doers from abusing the limited liability of the company to harm the interests of others, In accordance with the legal principle, the legal person denial system should be used flexibly to protect the legitimate rights and interests of the parties.
【学位授予单位】：湖南大学
【学位级别】：硕士
【学位授予年份】：2013
【分类号】：D923.6

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