On Effect Of The External Guarantee Of Company

The external guarantee system of company is one of the important systems under the company law, which concerns with the company's practice and development. The new company law has made a great breakthrough on external guarantee system, but the purpose and the value preference of the reform is still not so clear. After studying the external guarantee system of the company in a comparative way and reviewing the evolution of the guarantee systems in our company law, questions are rendered on regulations of article 16 of the new company law, which says guarantee for stockholders or actual controller of the company should conform with the decision of stockholders'meeting or general meeting of stockholders. The author holds that above regulation has restricted both capacity for rights and capacity to act. Meanwhile, the rule cannot protect legal rights of the creditors effectively. A creative way to settle this problem is to judge effectiveness of behavior of guarantee by setting a new standard which takes interests of the company into first consideration. Thus can institutionally prevent power abuse of director and manager, who like to offer guarantees for stockholders and actual controllers with company assets. The author believes that by this way can legal interests of the creditors be vindicated, and rules of capital abundance of company be better undertaken.