On The Autonomy Of Constitution Of Limited Liability Company

Articles of Association is a prerequisite for the establishment of a company, as the company's charter document, which expanded the company's autonomy space, and its importance is self-evident. In 2005, more terms of "in accordance with the Articles of Association " in the new "Company Law" is putforward. These terms proviods more autonomy space for Articles of Association, so that the company gains more flexibility in the provisions of the statute, and the autonomy of the statute is greatly enhanced. Undoubtedly, the new "Company Law" is of great significance in changing the company's machine-made status, improving and perfecting the company's corporate governance structure, enhancing the company's ability to respond flexibly to the market economy and protecting the company's development along with the healthy and orderly road. Also it especially has more far-reaching significance for the limited liability company, because compared with Corporation Ltd, limited liability company has a strong co-author and emphasises more on autonomy of private law.This paper advocates the company's autonomous statute which is reflected by the new "Company Law" and focuses on analysis of a limited liability company statutes of autonomy, and it is divided into five sections to write. The first part is about the basic theory on the charter, mainly describes the characteristics, nature, the force of law and the legal significance of the articles of association, in order to lay a theoretical foundation for the concept of autonomy statute. The second part leads to the concept of autonomy, introduces the meaning of the autonomy statute and the relationship between the concept of autonomy statute and the company's autonomy, and then its development in modern China was summarized. The third part combining with its own structural characteristics shows the importance of personalized design in the limited liability company, and exemplify of how to do personalized design for any recorded matters of Articles of Association. The new "Company Law" is definitely the Articles of Association of private law autonomy, gives broad autonomy space for the limited liability company. Then the final section of the third part describes the contents that the new "Company Law" authorized to limited liability company. The fourth part takes the new "Company Law" 72nd article for example, through the theoretical interpretation and the analysis of the encountered problems, introduces the application of a limited liability company charter provisions of autonomy in practice. After the new "Company Law" has been published, people focus mostly on the relaxing of the autonomy of the articles of association, and pays more attention to the private law that embodied in Company Law and the respect to autonomy. But we need to calmly aware that unlimited freedom is no guarantee of freedom, so at the last part, the author puts forward several especially noticeable problems on how to effectively play the Autonomy statute in a limited liability company.New "Company Law" is historical enormous progress to the practice and respect for the autonomy of articles of association. It also indicates that the further opening era of company autonomy. Many of the mandatory provisions of the original changed into arbitrary provisions, expanding the rights of shareholders of autonomy, so that the articles of incorporation more tend to agreement. Some forward-looking companies have already begun to revise the Articles of Association to ensure the company's steady development.