On Article Of Incorporation's Protection For Shareholder's Rights

A lot of researches on the shareholder's rights and the protection of shareholder's rights were made successfully by the scholars, but few were mentioned on the protection of shareholder's right by the article of incorporation. In this dissertation, the writer begins with study from analyzing the shareholder's rights and the relationship between the article of incorporation and the shareholder's rights, and then discusses the protection of the article of incorporation on the shareholder's rights.Chapter One expounds that the shareholder's rights emerged from the investment of shareholders and the establishment of the corporation, which is given legal recognition and protection on investment profits of shareholders. The corporation established, regarding the outing of the property of the shareholders as the foundation. The shareholders make money for themselves with the help of this outer shell, the corporation. The shareholder's rights is a kind of special civil rights as the society members to the society. Shareholders have rights to gain economic profits and to participate in the management and administration of the corporation. Through the analysis to realize the shareholder's rights, the writer points out that the cognition of the lack to the attribute and force of the article of incorporation and the neglect of the function of the article of incorporation have become the big obstacles to protect the shareholder's rights. This is exact the contents that Chapter Two want to talk.Chapter Two probes into the attribute and force of the article of incorporation. The article of incorporation provided the organization and action of the corporation,and the rights and duties of the shareholders, corporation and other members, which is the law of autonomy under Jus cogens. The article of incorporation is the autonomy origin of the shareholder's rights. The article of incorporation has the biding force to shareholders, corporation and other members. This kind of biding force is the guarantee of the realization of the shareholder's rights. The article of incorporation is a necessary measure to protect shareholder's rights, and the laws also need the article of incorporation to make up.Chapter Three inquires into the norms of various types in the Chinese Corporate Law, as the premise and foundation of the study on the protection of shareholder's rights by the article of incorporation. Only knew the law norms of various types, the article of incorporation may realizes autonomy under Jus cogens. Then, through detailed study, it may be concluded that the article of incorporation is important and necessary to protect the shareholder's rights.