A. Rights of promoters
According to the company legislation of various countries, the rights of promoters generally include: 1. The right to receive remuneration from the company that initiated the activity; 2. Establish the right of expense reimbursement; 3. The invested shares can become preferred shares; 4. Special interests, such as the promoters can subscribe for new shares first, buy the company's products first, use the company's equipment, and distribute the remaining property when dissolving the company. Of course, these rights of promoters can only occur after the company is formally established or has legal significance.
B. obligations of sponsors
In the process of establishing a company, the promoters should also undertake corresponding obligations, mainly including: 1. Organize the feasibility study and demonstration on the prospect of establishing a company; 2. Subscribe for shares and pay capital contribution; 3. Be responsible for formulating the articles of association of the company, and sign and seal the articles of association; 4. Raise funds in some way; 5. Organize relevant procedures for application for establishment; 6. Convene the inaugural meeting; 7. Elect the organization of the company, and so on.
C. Responsibility of sponsors
According to the relevant laws of our country, the responsibility of promoters can be divided into the responsibilities stipulated by company law, criminal law and other laws and regulations.
1. According to Article 97 of the Company Law; The promoters of a joint stock limited company shall bear the following responsibilities: when the company cannot be established, they shall be jointly and severally liable for the debts and expenses arising from the establishment; When the company cannot be established, it shall be jointly and severally liable for returning the subscription money paid by the subscribers and adding the interest on the bank deposits for the same period; During the establishment of the company, if the interests of the company are damaged due to the fault of the promoters, it shall be liable for compensation.
This article is aimed at joint stock companies, but I think it should also be applied to limited liability companies. In addition, China's "Company Law" does not clearly stipulate whether the promoters should bear the direct liability for damages to the injured third party (mainly the company creditors).
2. According to Article 208th of the Company Law of China, if the promoters make false capital contributions by failing to deliver money or goods or transferring property rights, and deceive creditors and the public, they shall be ordered to make corrections and be fined more than 5% 10%. If a crime is constituted, criminal responsibility shall be investigated according to law.
3. Article 209 of China's Company Law stipulates that if the promoters withdraw their capital contribution after the establishment of the company, they shall be ordered to make corrections and be fined 1% to 5% after the establishment of the company. If a crime is constituted, criminal responsibility shall be investigated according to law.
There are no restrictions on the liability stipulated in Articles 208th and 209th of the Company Law, which should be understood as applicable to two types of companies.
4. Criminal responsibility. According to Article 159 of the revised Criminal Law: "If the promoters and shareholders of a company violate the provisions of the Company Law, fail to deliver money, goods or transfer property rights, make false capital contributions, or withdraw their capital contributions after the establishment of the company, and the amount is huge, the consequences are serious or there are other serious circumstances, they shall be sentenced to fixed-term imprisonment of not more than five years or criminal detention, and shall also or solely make false capital contributions or withdraw more than 2% of their capital contributions." If a unit commits the crime mentioned in the preceding paragraph, it shall be fined, and the persons who are directly in charge and other responsible persons shall be sentenced to fixed-term imprisonment of not more than five years or criminal detention. "