按照传统公司法理论,发起人是公司设立失败时的唯一而当然的责任承担主体,如此简单的去解释从事复杂商行为的设立中公司,无疑会使设立中公司承担不能承受之重。就发起人的设立动机而言,其目的是为创设一个承担有限责任的公司,而设立中公司本身即具有相对独立的财产,从而具有完全的责任能力并能以自己的财产独立承担设立责任。而人格的赋予在很大程度上是制度选择的结果,应通过筹备登记制度的改革承认设立中公司的法律地位,响应市场经济对于制度的需求。 According to the traditional theory of corporate law, the sponsor is the only and sure bearing responsibility of the company when the company fails to establish. Therefore, simply explaining the establishment of a medium-sized company engaged in complicated businesses undoubtedly will make it impossible for the established company to bear the heavy burden. In terms of the sponsor’s motivation for establishment, the aim is to create a company with limited liability, whereas the establishment of a company itself has relatively independent property and thus has full responsibility and can take on the responsibility of establishment independently with its own property. To a large extent, the conferment of personality is the result of institutional choice. The reform of the preparatory registration system should recognize the legal status of the establishment of a medium-sized company and respond to the demand of the market economy for the system.