Research On Legal Issues Of The Validity Of The Articles Of Association

The Constitution of a Corporation, which is called Articles of Association or Memorandum & Articles of Association in the United Kingdom and Articles of Incorporation & By-laws in the United States as well, is an important and complex component of the law of companies. With almost all substantial aspects of the corporation concerned, its theoretic system serves for the byelaw to be carried out and take effect perfectly. Herewith, when the theory is studied and constructed, its pith and marrow will be imbibed by the articles of association.An outstanding transformation of the amended Company Law of the People's Republic of China, which was executed on January 1st 2006, is to intensify the function of autonomy and endue a company with more rights to commit self-governing. Surveying the validity system of articles of association in China, a great deal of queries emerged practically in spite of being indubitably stipulated by the law. Is it legally valid when applied to other stakeholders other than the shareholders? Is the stipulation in the law for its producing, modification or nullification exercisable? How to make the articles of association more perfect and take effect really as the regulation on the exercise of autonomy? Added with the deficiency of probing theoretically into its relation between the above Company Law, the Guidelines for articles of association of Listed Companies, the Articles of association of Companies Seeking a Listing outside the P.R.C. Prerequisite Clauses and the Articles of Association Model provided by Industrial & Commercial Administration Institution, theoretic approaches need to be achieved urgently to make it act as a regulation on the exercise of autonomy of a company in deed and get it perfected as well.Though it is studied more deeply than before by the academic in recent years, it lagged behind already because of the lack of recognition previously in the fugitive society. Herein, it was selected as the subject matter of this thesis.Beginning with analyzing the validity of the articles of association, this paper will attempt to expatiate on issues of law that concerns it on the base of occupying abundant materials involved home and abroad, Various methods of researching, such as Comparative Jurisprudence,Positivist Jurisprudence,Law-sociology, will be used in this article comprehensively. First, some fundamentally legal matters concerning the topic will be summarized to clarify the legal nature of it and lay the fundament of figuring out the advantage and disadvantage of the new Company Law. Subsequently, the conclusion that it should be applied to the employees and creditors when the law requires in some particular circumstance shall be drawn after analyzing its internal issue of the law and its validity in time will be discussed at the same time. Then, its relationship between the executable decrees of the court, other regulations and rules, law for enterprises with foreign investment is taken into account next. Finally, the legal proposal that "to systematize an integrated constitution of the corporation uniformly", added with the judicial interpretations" is conducted by way of jurisprudent, systematical and specified analysis.