Study On System Of Articles Of Association

Articles of Association is a essential autonomy rules, which is formulated by all of the sponsors and adjust the civil relationship arising in the course of establishment, modifying and terminating the company and daily operations. Based on the autonomy theory and following the logic from deduction and inference to comparison and analysis, and finally to summary and conclusion, the thesis mainly discusses how to extend and exert the efficacy of Articles of Association.The thesis includes four chapters. The first chapter is the basis of the study.It introduces the concepts and the character of Articles of Association.The second chapter will make a detailed explanation about the Articles of Association of major countries in two law systems and our corporation law by comparison, hoping to extract common elements to help the study.The last chapter analyses the relationship among Articles of Association, law(eg, corporation law) and regulation (eg, company regulations, the establishment of the agreement and the shareholders agreement), which underlines Articles of Association's status. The last chapter of the thesis is the emphasis.It will make a detailed explanation about the force of Articles of Association as well as the civil liability one should bear if he disobeys Articles of Association. As to Force of Articles of Association, I come up with the opinion that Articles of Association comes into effect when the company registers and Articles of Association only has contract effect before registering and it is partly invalid during liquidation before cancellation. In the end, I claim to improve the civil liability which disobey Articles of Association in three periods-before the register, after the register before the liquidation and during the liquidation.