公司瑕疵登記探究
發(fā)布時(shí)間：2019-06-02 18:44
【摘要】： 公司登記法律制度在整個(gè)市場(chǎng)經(jīng)濟(jì)法律體系中具有重要的作用,公司登記的效力是整個(gè)公司登記制度的核心,瑕疵登記的法律后果問(wèn)題更是重中之重,本文主要運(yùn)用分類研究方法和比較研究方法展開(kāi)討論。文章共有六部分,各部分的主要內(nèi)容如下: 緒言,主要介紹本文的選題背景和選題意義,這是本文寫(xiě)作的出發(fā)點(diǎn)所在。 第一章,“公司登記概述”。在界定公司瑕疵登記之前,筆者首先對(duì)公司登記的概念與分類、內(nèi)涵以及效力進(jìn)行了分析。公司登記由申請(qǐng)—審查—公示三個(gè)步驟構(gòu)成,同時(shí)也需要登記申請(qǐng)人與登記機(jī)關(guān)的相互配合,為了更完整地理解公司登記,原因行為與登記行為的關(guān)系是不可忽視的。公司登記私法層面的效力可以根據(jù)效力對(duì)象的不同,區(qū)分為對(duì)公司的效力與對(duì)第三人的效力,對(duì)公司的效力主要關(guān)涉公司法人主體資格的存續(xù)以及公司登記事項(xiàng)的法律效力,對(duì)第三人的效力主要表現(xiàn)為公信力與對(duì)抗力。 第二章,“公司瑕疵登記概述”。在公司登記的基礎(chǔ)上,筆者提出本文中公司瑕疵登記的內(nèi)涵,即公司登記信息與事實(shí)不相符合或者違反法律、法規(guī)強(qiáng)制性規(guī)定,并進(jìn)一步分析了登記瑕疵產(chǎn)生的原因。在公司瑕疵登記的分類一節(jié),筆者主要分析了三種分類方式,原因在于這三種分類方式是下文對(duì)瑕疵登記的效力與民事責(zé)任探討的線索。 第三章,“公司瑕疵登記的效力分析”。本章的寫(xiě)作是以第一章公司登記效力為基礎(chǔ)的,分別探討了公司瑕疵登記對(duì)公司的效力與對(duì)第三人的效力。因?yàn)樵O(shè)立登記與注銷登記主要影響公司法人資格的取得和喪失,變更登記主要影響登記事項(xiàng)的有效與否,所以筆者重點(diǎn)論述設(shè)立瑕疵登記對(duì)公司法人資格的影響、注銷瑕疵登記對(duì)公司法人資格的影響,以及變更瑕疵登記對(duì)公司登記事項(xiàng)的效力的影響。接下來(lái)筆者詳細(xì)分析了瑕疵登記的公信力與對(duì)抗力是如何得以體現(xiàn)的,并以案例進(jìn)行了說(shuō)明。 第四章,“瑕疵登記行為人的民事責(zé)任”�！豆痉ā�、《公司登記管理?xiàng)l例》、《刑法》等重點(diǎn)規(guī)定了瑕疵登記的行政責(zé)任和刑事責(zé)任,民事責(zé)任未得到應(yīng)有的重視。但是瑕疵登記實(shí)質(zhì)上是一個(gè)私法領(lǐng)域的問(wèn)題,因此民事賠償責(zé)任才是對(duì)遭受損害方最有利的保護(hù)。筆者對(duì)公司設(shè)立人、登記機(jī)關(guān)與登記輔助人的民事責(zé)任分別進(jìn)行了分析,由于驗(yàn)資機(jī)構(gòu)是登記輔助人的典型代表,且近些年來(lái)驗(yàn)資機(jī)構(gòu)的虛假驗(yàn)資行為嚴(yán)重,筆者以驗(yàn)資機(jī)構(gòu)為代表分析了登記輔助人的民事責(zé)任。 文章的最后一部分為本文結(jié)論,最后進(jìn)一步重申筆者的觀點(diǎn)。
[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.
【學(xué)位授予單位】：中國(guó)政法大學(xué)
【學(xué)位級(jí)別】：碩士
【學(xué)位授予年份】：2010
【分類號(hào)】：D922.291.91
本文編號(hào)：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.
【學(xué)位授予單位】：中國(guó)政法大學(xué)
【學(xué)位級(jí)別】：碩士
【學(xué)位授予年份】：2010
【分類號(hào)】：D922.291.91
【引證文獻(xiàn)】
相關(guān)碩士學(xué)位論文 前2條
1 張瑜;從虛假材料引發(fā)的行政訴訟看公司登記制度及其完善[D];華東政法大學(xué);2012年
2 湯軍;公司登記異議中的民事與行政關(guān)聯(lián)問(wèn)題研究[D];上海交通大學(xué);2012年
，本文編號(hào)：2491346
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