Research On Legal Issues Of The Validity Of Articles Of Association

The articles of association are the spirits of the corporations, and they play an important role in corporation governance. After modification of company law of the People's Republic of China, the articles of association become more important, and are the core of corporation governance. The theory about the articles of association mainly related the scope of validity of the articles of association. But what's the nature of the articles of association makes lots of controversies in academic circles, now the articles of association are often taken as autonomy rules. Some flaws may exist in the articles of association, so the articles of association may be considered as invalid, the action of establishing the corporation may also be considered as invalid. This dissertation researches the validity of the articles of association, and composed of four parts as below:The first part: some fundamental theories of the articles of association. This part is the starting point of this dissertation, mainly about the definition of the articles of association, the features of the articles of association and the nature of the articles of the association. The author comments some theories and brings forth her own point that the articles of the association were a contract and after registration they become the autonomy rules of the corporation.The second part: the conflicts between the articles of association and other regulations. In this part, the conflicts between the articles of association and other regulations are analyzed, with the research above, the status of the articles of association is clear.The third part: the binding force of the articles of association. This part talks about the binding force of articles of association. The articles of association bind the corporation, the shareholders, the directors and the executives. This part analyzed that whether the articles of association bind the third party or not, and this dissertation insists that the answer is negative.The fourth part: the flaws in the articles of association and the consequences. Some flaws may exist in the articles of association, so this part analyzed the reason and the consequences. One judicial case is taken as example and deeply analyzed. This dissertation maintains that the remedy legal system should be established and the responsibility of the registration authorities should be enhanced.