Abstract: Conduct of corporation de facto just refers to that promoters do something necessary or preparing for the benefit of corporation de facto in the nsxtle of corporation de facto or the future corporation．The incorporated corporation certainly burdens the duty and liability rooted in necessary conduct．However，it does not certainly do this in preparing conduct．When corporation de facto fails to incorporate。t11e effectiveness of its conduct and the burdening of its liability Can be disp∞冽according to the rules which are applied in the course of liquidating partnership．