The Research Of "…unless It Is Otherwise Provide By The Articles-of-association "

In 2006 the Company Law of China introduced 6 articles of"……unless it is otherwise provided by the articles of association".According to such articles,legal norms of the Company Law ,such as how to exercise shareholders'voting rights in a limited liability company can be opt out by the articles-of-association. These articles conflict the principles of relevant traditional Company Law and made new troubles in practice.Due to there are no detailed regulations about the articles of"…unless it is otherwise provided by the articles-of-association". The articles-of-association effectiveness scope and autonomous boundaries are not clear. These cause similar cases to different judicial decisions. The new Company Law further enhances the status of the articles of association to highlight it as an important way to grant right and have relief. But in practice, minority shareholders'fundamental rights are limited or deprived by amendments of articles of association.Based on the case of Zhouyan Sued The Fenglu Building Materials L.P. in Dafeng city of Jiangsu province about equities dispute, we analyze the conflict between the Company Law and the articles of"…unless it is otherwise provided by the articles-of-association". The standards on that the scope of the autonomy of articles-of-association are put forward by the study about the private law autonomy and the articles-of-association form and nature. The author believes that the articles-of-association shall be legitimate and reasonable. It should accord in the legislative intent. In the beginning of the establishment of the Company Law, it burdened more compulsory national duty. The articles-of-association is the Charter of company, it leads the autonomy of the private law. When both of them get rise to the conflicts, we need to analyze different conditions. From the legislative intents, we need to differentiate mandatory provisions and random ones. , and then to make the available standards. By using the flexible norm, we can make a value choice between the Company Law and the articles of"…unless it is otherwise provided by the articles-of-association".The dissertation has four chapters, content as follows:The first chapter introduces the case of Zhouyan Sued The Fenglu Limited Company, and discuss the new conflict between the company law of 2005 and the articles of"…unless it is otherwise provided by the articles-of-association".The second chapter analyses the principle of the autonomy of the private law to come to a conclusion about the standards of the articles of"…unless it is otherwise provided by the articles-of-association".The third chapter compares the foreign experience of dealing with the conflicts between the company law and the articles-of-association and analyses this case which involve the validity of the free transfer shares in the limited liability company.The fourth chapter contacts the situation of this case to make judgment about the conflicts between the articles-of-association and the company law. We have to make full use of the articles-of-association autonomy with legislation scope.