The Effectiveness Of Articles Of Incorporation

The articles of incorporation are the basis of company's operation combined with the company law. As a fundamental principle,the new company law amendments strengthen the autonomous function of the articles of incorporation, which makes the content of it must be more enriched and diversified in the future. More legal disputes may arise as a result of these amendments.In this dissertation, the author starts with the characteristics and quality of the articles of incorporation, and points out that the articles of incorporation have double qualities as both contract and autonomous rules. After that, the author analyses the relationship between the autonomy of the articles of incorporation and the compelling force of company law. The autonomy quality is determined by historical experience and the essence of the articles of incorporation. Meanwhile, the compelling rules of the company law are necessary instruments to guarantee the long term and efficient development of companies and to balance the interests of related parties in companies'operation. In this dissertation, the author sums up the research findings of previous scholars in similar area and indicate several principles for judging the scope of the autonomy. The articles of incorporation which abide by the compelling rules of company law have the effectiveness authorized by the company law. This dissertation discusses the time scope and the content of the effect, which include the effect to the members of the companies and the effect to the related parties out of the companies. Certain defects of the articles of incorporation shall arise from the violation of contract law or company law. The author points out that in case the articles of incorporation is declared void or voidable, the incorporation of company shall be void or voidable which causes the instability of transaction and the waste of social cost. Therefore, the law shall restrict the scope of the facts which will arouse the void or viodable articles of incorporation and establish the relief system of enabling. Meanwhile, the outcome of the void articles of incorporation or void of part of it shall not influence the rights of a faithful third party who made deal with the company when it existed or trusted the content of the articles of incorporation.