The Research Of Relation Between Articles Of Association And Corporation Law

Articles of association are autonomic rules of corporation, constitution of corporation autonomy, and indispensable part of corporation law. Corporation law is norm that regulates the setup and conduct of corporation, and it is private law mixed by constraint and autonomy. The historical headstream of relation between articles of association and corporation law passed several phases, from unrestrained freedom to concessionary setup, and to modern corporation law. It is also the history of relation between market freedom and state constraint. Kinds of viewpoints came out about the relation between articles of association and corporation law,which brought controversy that we should give priority to corporation autonomy or state constraint. The cause of controversy lies on different ideas about essence of corporation. To grasp these viewpoints is precondition to establish correct thought. The key of relation between articles of association and corporation law is to establish reasonable framework of relation. The premise is interaction and conflict. Above all, the conception should be emphasized that corporation autonomy is first and state constraint second. Next, some approaches and measures should be taken to establish reasonable relation. Firstly, compelling norms and discretionary norms should be distinguished in corporation law. Try our best to reduce compelling norms and increase discretionary norms. Secondly, insure the independent personality, capacity of right and conduct of corporation. Thirdly, establish the conception of service government, and strengthen the reform of government regulation. Fourthly, quicken the reform of corporation law, making state constraint and government regulation work stably in the road of rule of law. The purpose of this article is to establish reasonable and scientific relation between articles of association and corporation law.