Research On The Articles Of Association Of One-Man Company

Articles of association of One-Man Company refers to the essentially legal documents constituted by the shareholder of One-Man company, normalizing the organization and activities of the company, stipulating the rights and obligations between the shareholders, the company and internally interested parties, which is the basic principles of organization and operation, and the constitution of the company as well. China is now in the primary stage of setting up socialist economy system, the development of the intermediate and small size companies is very fast. Although the legal status of One-Man Company has not been recognized yet, the phenomenon that some investors have founded the substantive One-Man Company by using titular directors is quite common, and has consequently caused many disputes and legal problems. Since the legal status of One-Man Company has been gradually accepted by contries such as U.S.A., Germany and Japan, etc. In the view of currant status of economic development of our county, the legislation of One-Man Company is inevitable. In order to standardize and make progress in development of One-Man Company, beside the normalization by laws, the articles of association shall also play a important role. The dissertation based on the relevant theories of One-Man company, focuses on clauses setting of the articles of association of the company though analyzing the characteristics and features of the articles of association, and discusses the principles of conclusion, amendment and audit of articles of association in order to offer a instruction on the healthy development of One-Man company in the eyes of author. The article consists of five chapters: The foreword of this thesis mainly explains the motive, purpose and methodologies of researching this topic and therefore let readers have an overview on background of why the author wrote this thesis. Chapter 1 of this thesis is outline of the One-Man company and its articles of association, which summarizes the definition, characters and the present situation of legislation, and analyzes the characters, meanings, functions and features of One-Man Company's articles of association, which provide the theoretical basis to the study of the terms of articles of association thereafter. This part first expounds the definition of One-Man Company is the limited company founded by one natural person, legal person or other economic organization. And then pointing out that the nature of One-Man Company is that the company is independent from the investor, through analyzing all kinds of theories as to the nature of company corporate legal persons. The dissertation continues to conclude the advantages and disadvantages of recoganization of One-Man Company, and the standardization of One-Man Company, including legislation on establishment, legislation on operation, and obligation system. In the second section of this part, the author presents points of view on the following issues: A. The article of association is one of the necessary documents relating to the establishment of One-Man company; B. The articles of association is credit certificate with the nature of public credit toward outside parties; C. The articles of association is the guide line of internally behaves of the company; D. to fill the gap left by company laws and regulations; E. to present the legal person from being abused. The third section of this part points out that the characters of articles of association of One-Man Company is the standardized and long term arrangement of the company's important issues by the shareholder through analyzing Contract Theory and Self Control Theory, as well as relationship between company and company law. This arrangement has strong nature of self control but meanwhile it must be bound within the Company Law. At the forth section of this parts, the author presents his opinions on legal features of One-Man company: 1. The article of association is lawful. 2. The contents are authentic. 3. The article of association is open. 4. The article of association should be stipulated by unitary person. 5. The amendment of the constitution should be simplified 6. The effectiveness of the article of association is compulsory (Notarization and registration requested) 7. The autonomy on constitution of terms of the article of association. Chapter 2 of the thesis analyzes the terms setting of the article of...