Study On The Validity Of Articles Of Association

Part one The meaning on selecting this title and the studying purpose Articles of association is the basic criterion of company's organization and behavior, the foundation of company's establishes, and the soul of company's existence. For a long time, in practice, there are a lot of questions and disputes about articles of association because that not only few scholars of our country analyzed it, but also the laws and regulations on it are not enough and perfect. Analyzed these cases and disputes, we can find that, they mostly involved the validity of articles of association. And these cases and disputes can often be solved by through defining the range of action and the form of expression of the validity of articles of association. In theory, the validity of articles of association is very important contents in the theoretical system of articles of association. Every part of the content is related to the validity of articles of association in this theoretical system. Scholars may analyze important contents of articles of association through studying and building the theory of the validity of articles of association. But the systematic study on it is still absent Therefore, The study on the validity of articles of association has a great meaning on the need of practice and on fulfilling the absence of systematic research. The purpose of my studying is that through makes the theory perfect, and the results of studying may perfect legislation and serve dependent for company's work, ultimately it may solve the practical problem.Part two The logic thought and research approaches of my studying At first, the writer discussed the necessity of studying on the validity of articles of association from two aspects on which is the practice and the theory. Second, the writer pointed out that defining the attribute of articles of association is the basic theory of studying on the validity of articles of association; and then writer defined the attribute of articles of association. Last, the writer analyzed the theoretical frame of the validity of articles of association and then put forward suggestions to perfect theory and legislation after definite the basic theory and draw the conclusion. The article has synthetically adopted kinds of research approaches, such as comparative law, sociological law, historical- analytic law and interested- analytic law.Part three The structure and main content of this article There are five chapters in this thesis, and about 50 thousand words. In Chapter one, the content is indicates the necessity of the study on the validity of articles of association. In Chapter two, the content is definite the attribute of articles of association. From chapter three to five, the content is set up and unscramble the basic theoretic system about the validity of articles of association in this chapter. The main body discussed the theme according to the logical sequence of the validity of articles of association, that is to say, the sequence is from engender, realization, alteration of the validity to invalidation of it.Chapter OneThe content of this chapter is indicates the necessity of the study on the validity of articles of association. Through analyzing on practice and theory, the writer finally found that the need of practice, the important status of theory and the absence of systematic research make the study on the validity of articles of association becoming essential.Chapter TwoIn this chapter, the writer tried to define the attribute of articles ofassociation. The question about the attribute of articles of association has nominal characteristic.The attribute of articles of association is basic factor that make the articles of association in operation. Therefore, writer defined the attribute of articles of association. First, writer introduced and analyzed academic popular theory about the attribute of articles of association one by one. Then, writer observes and studies the topic from the historical and developmental angle of view. At last writer defined the attribute of articles of association.Chapter ThreeThis chapter writes the concept and origin of the validity of articles of association. At first, writer summarizes the general concept of the legal validity, and then definite the concept of articles of association along to its characteristic. The origin of validity may divide formal origin and essential origin from the law-philosophy angle.Chapter FourThe first part: writer discussed the condition on engender validity of articles of association. The condition about engender validity of articles of association conclude essential condition and formal condition. The writer bring forward should regulate mandatory items and arbitrary items in Company law, moreover he consider that notarization is the formal condition of validity of articles of association.The second part: The content is about realization of the validity of articles of association. That is to say, Main content is the configuration, which including two respects of sphere of action and form of expression after the articles of association take effect First, writer divides it into different sorts according to different regulation. Then he discusses the sphere of action and form of expression from inside validity and outside validity.Chapter FiveThe first part: Alteration of validity of articles of association. There arethree reasons about that, including irregularity of articles of association; modification of articles of association; regard as alteration.The second part: This part is about invalidation of articles of association. The writer researches the constitution of articles of association; study the invalidation of articles of association; and put forward that the naturally disappear of validity is an only alteration about invalidation of validity.Part four The main conclusion and some contents need to discuss in the near futureThe main conclusion of this article is that the writer set up theoretic system which include its concept, on validity of articles of association for the first time; that writer pointed out the origin of validity of articles of association; that writer analyzed the condition about engender validity of articles of association and consider that notarization is the formal condition of validity of articles of association; that writer summarized sphere of action and form of expression about validity of articles of association and put forward introduction the system of Bona fides third party and justice principle in Company law; that the writer demonstrate the alternated reason of validity of articles of association and put forward the term of regard as alteration.General speaking, the theory of the validity of articles of association should includes the study of the articles of association according to different type of company. This problem covers widely and is so complicated that I only analyzed it on the surface according to the limitation of this thesis; even more detailed research is needed. Moreover, when I put forward my advice, such as adopt the theory of bona fides third party, the form of my advice is not clause. These works need to discuss in the near future.