Legal basis: Provisions of the Supreme People's Court on Several Issues Concerning the Application of the Company Law of People's Republic of China (PRC) (III).
Article 1 A person who signs the Articles of Association, subscribes for the company's capital contribution or shares, and fulfills the obligation to establish a company shall be deemed as the promoter of the company, and a limited liability company shall include shareholders when it is established.
Article 2 Where the promoters sign a contract in their own name for the purpose of establishing a company, the people's court shall support it if the other party of the contract requests the promoters to bear the contractual responsibilities. After the establishment of the company, the people's court shall support the confirmation of the contract specified in the preceding paragraph, or the actual enjoyment of contractual rights or performance of contractual obligations, and the other party to the contract requests the company to assume contractual responsibilities.
Article 3 If the promoters sign contracts with foreign countries in the name of the company being established, and the counterpart of the contract requests the company to assume the contractual responsibilities after the company is established, the people's court shall support it. After the establishment of the company, there is evidence that the promoters signed contracts with each other in the name of the company under establishment for their own interests. The people's court shall support the company's claim that it will not bear the contract liability on this ground, except that the other party is in good faith.
Article 4 If the company is not established for some reason, the people's court shall support the creditor's request that all or part of the promoters bear joint liability for the expenses and debts arising from the establishment of the company. If some promoters request other promoters to share the responsibility after assuming the responsibility in accordance with the provisions of the preceding paragraph, the people's court shall order other promoters to share the responsibility in accordance with the agreed proportion of responsibility; If there is no agreed proportion of responsibility, share the responsibility according to the agreed proportion of capital contribution; If there is no agreed proportion of capital contribution, the responsibility shall be shared in equal amount. If the company is not established due to the fault of some promoters, and other promoters claim to bear the expenses and debts arising from the establishment, the people's court shall determine the scope of responsibility of the party at fault according to the fault.