1. Does the change of company name affect the validity of the contract?
According to the relevant laws and regulations of our country, the change of company name does not affect the legal effect of the contract.
(1) A contract is an agreement between natural persons, legal persons and other organizations with equal subjects to establish, change and terminate the relationship of civil rights and obligations. According to the relevant provisions of China's Civil Code, the conditions for the establishment of a contract are:
(1) The parties are two or more parties;
(2) There are necessary clauses in the contract;
(3) Both parties reached an agreement. According to the relevant provisions of China's Company Law, a company can engage in some activities related to the establishment of a company in its own name. In the process of company establishment, the company under establishment can enjoy some rights and implement them within a certain scope.
(2) The company under establishment is a special temporary organization form, which must go through several successive steps and then register before it can finally obtain the legal person status. According to the relevant principles of China's Company Law, the company under establishment belongs to the company under establishment in terms of internal relations, the capital contribution of the investor and the property obtained for the company under establishment due to certain legal acts, and the company under establishment has limited rights and capacity in external relations. The rights of the company under establishment shall be determined by the articles of association or signed by the promoters, and shall be exercised within the scope of establishment of the company. Moreover, from the actual situation, the established company has accepted the capital contribution of shareholders, has its own independent property and enjoys the property rights formed by investment. A company under construction may engage in the activities of establishing a company in its own name. In the process of establishment, it is the subject who enjoys rights, undertakes obligations and responsibilities within a certain range and has limited legal personality.
(3) According to the Regulations of the People's Republic of China on the Administration of Company Registration, the establishment of a company shall apply for the pre-approval of its name, and the pre-approved company name shall be retained for six months. The pre-approved company name shall not be used for business activities or transfer within the retention period.
(4) From the point of view of protecting the transaction safety and the interests of the parties to the contract, the contract signed by the established company in the name of the company does not need to be deemed as necessarily invalid. However, the purpose and use of housing leasing have not changed. The house lease contract is valid only if it is complete.
(V) Article 2 of Judicial Interpretation III of the Company Law of People's Republic of China (PRC) clearly stipulates: "If the sponsor signs a contract for the establishment of a company in his own name, the people's court shall support it if the counterparty of the contract requests the sponsor to bear the contract liability. After the establishment of the company, if the contract specified in the preceding paragraph is confirmed, or if the contract right has actually been enjoyed or the contract obligation has been fulfilled, and the opposite party of the contract requests the company to assume the contract responsibility, the people's court shall support it. " The judicial interpretation was formally implemented on February 1 1.
Second, the effectiveness of the contract can be divided into several categories?
(1) A valid contract.
The so-called valid contract refers to a contract established in accordance with the law and legally binding between the parties. Judging from the existing legal provisions, there is no unified contract entry into force conditions. However, from some provisions of existing laws, we can still draw the conclusion that as an effective contract, it should have the same characteristics. A civil juristic act should mainly meet the following conditions: the actor has corresponding civil capacity; Meaning is truth; The content does not violate the law or the public interest.
(2) Invalid contracts.
"Invalid contract" is relative to a valid contract, which refers to the situation that although a contract is established, it is confirmed to be invalid due to violation of laws, administrative regulations or social public interests. It can be inferred that its main characteristics are: illegality; The unenforceability of invalid contracts; Invalid contract is invalid from the beginning; An invalid contract is naturally invalid, and can be actively examined by a court or an arbitration institution without the claims of the parties. It also points out that invalid contracts should not belong to the category of contracts because they are not legally binding. In addition, some scholars believe that "an invalid contract refers to a contract that does not have the requirements for the entry into force of the contract and cannot be remedied. It should not be legally binding on the parties from the beginning and should be banned by the state." Based on this, it is considered that it has the following three characteristics or elements: it does not have the effective elements of the contract and cannot be remedied; It should not have legal effect on the parties from the beginning; The state explicitly prohibits it.
(3) Contracts whose effectiveness is to be determined.
The so-called contract with undetermined validity means that although the contract has been established, its validity has not been determined because it does not fully meet the relevant legal requirements for entry into force. Generally speaking, it can't take effect until the right holder expresses recognition or approval. It mainly includes three situations: "First, a contract that cannot be independently concluded by a person with no capacity or with limited capacity according to law must be approved by his legal representative before it can take effect;" Second, the contract concluded by the unauthorized agent in my name must be ratified by me before it can be legally binding on me; Third, a contract concluded by a person who has no right to dispose of the property rights of others is invalid without ratification by the obligee. "
(4) Canceled contracts.
A revocable contract refers to a contract that can be revoked according to law because the parties made a wrong expression of will because of untrue or serious misunderstanding in the process of concluding the contract. It is generally believed that the main reasons for revocable contracts are:
1. The intentions of both parties are untrue. This includes serious misunderstanding, obvious unfairness, fraud, coercion or taking advantage of others' situation. The civil code has made detailed provisions on this.
2. The people's court or arbitration institution can terminate the contract only if the party who has the right to terminate the contract must make a request. Generally, people's courts or arbitration institutions cannot take the initiative to revoke it ex officio. This seems to be more necessary to emphasize. In judicial practice, many courts directly terminate the contract according to their functions and powers, regardless of whether the parties put forward such requirements or claims, which is indeed suspected of exceeding their powers. Moreover, the Civil Code also stipulates that the people's court or the arbitration institution may not revoke it if the parties request a change. It can be seen that the right of cancellation is a right of the party who enjoys the right of cancellation. The parties can claim or give up according to law, which fully embodies the will of the parties.
3. This contract is valid before cancellation. Different from the termination of a contract, the Civil Code stipulates: "If one party advocates the termination of the contract in accordance with the provisions of the second paragraph of Article 93 and Article 94 of this Law, it shall notify the other party. When the notice reaches the other party, the contract is terminated. If the other party disagrees, it may request a people's court or an arbitration institution to confirm the validity of the termination of the contract. If the laws and administrative regulations stipulate that the termination of the contract shall go through the formalities of approval and registration, such provisions shall prevail. " In other words, the termination of a contract means termination as long as it reaches the other party, so many scholars generally believe that the right to terminate a contract should belong to the right of formation. However, the dissolution of the contract will not take legal effect until the court or arbitration institution makes a determination according to law. Therefore, the author does not agree to regard the right to terminate the contract as the right of formation, but thinks that it should belong to a right of claim. Only when the party who has the right to cancel the claim claims or exercises this right can the people's court or arbitration institution make a judgment, determination and handling of the claim.
Three, the termination of the contract has several situations.
1, terminated naturally
Natural termination refers to the termination due to the expiration of the insurance contract. This is the most common and basic reason for the termination of insurance contracts.
2. Termination due to the insurer's full performance of compensation or payment obligations.
This situation refers to the termination of the insurance contract without special agreement after the insurer has fulfilled the obligation to compensate or pay all the insurance benefits, even if the insurance period has not expired.
3. Termination due to the contract subject exercising the right to terminate the contract.
This situation means that in the process of contract performance, under certain circumstances, the subject of the contract exercises the right to terminate the contract without obtaining the consent of the other party.
4. Termination due to total loss of the subject matter insured.
This situation refers to the loss of the subject matter insured due to non-insurance accidents, the subject matter insured actually no longer exists, and the insurance contract is naturally terminated. For example, personal accident insurance, the insured died of illness, which is the case.
5. Termination due to dissolution
Termination refers to the legal act that one party to the contract terminates the original legal relationship in accordance with the law or agreement before the expiration of the insurance contract, and terminates the validity of the insurance contract ahead of time.
The effectiveness of the contract is based on the establishment of the contract. That is, it is impossible to take effect without the establishment of the contract. On the contrary, if the contract comes into effect, it means that the contract has been established. But after the contract is established, it does not necessarily take effect. In order to take effect, the established contract needs to comply with the provisions of the Civil Code and other relevant laws, otherwise, even if the contract is established, it will be invalid because it does not meet the statutory conditions.
To sum up, the change of company name does not affect the validity of the contract, because once the contract is signed, it must be performed according to the agreement.