The External Effect Of Charter Of Corporation

As one of the essential factors,charters of corporation can show the Normative of corporation autonomy.When charters of corporation prescribes the purpose of the company,organization,structure,and other core contents as a company's internal charter, and reflects the authority to internals,does it have certain effectiveness to the Company's external third party? Can it be effective to external part,and work as law similarly? If the charters of corporation has this effectiveness,what is the root of it? How is the effectiveness extension? All of these are the questions we should face in solving practical issues,and contents will be researched in this thesis.Introduction of the article shows the opinion on this question.As an autonomy criterion in the company law practice,Articles of Association restrict a series of company's behaviors.The effectiveness of the constitution will be extended to relative stakeholders,and it is bound to have statutes of external validity.However,the external effectiveness of the constitution is still uncertain,even questioned,so it is necessary to demonstrate the reality of Articles of Association from legislation and judicial practice. The external effectiveness of company's charter should be inevitable,and it is necessary to discuss the causes of external effectiveness on the basis of this conclusion,and prove up the borders of external effectiveness further.Under the guidance of this idea,I trace to the source of constitution's external effectiveness from specific statute of Chinese "Company Law" in the second part of this article.On the basis of the in-depth analysis of the effectiveness of traditional companies and the effectiveness of confrontation the confrontation,the constitution external effectiveness is classified as direct application type and the results to externals type,and in conjunction with relevant foreign law statutes of the two points raised by the statute of the existence of external validity.At the same time,the existence of this reality effectiveness can be analyzed from positive and negative combined with registration acts and ultravires acts.The third part of article demonstrates the charter's external affect from the reasons about commercial law theory,economical law and the nature of the charter.From the theory of commercial law,the external effect of the company's charter is strict attention to the obligations of an inevitable requirement of commercial law,as a basic cell of commercial law,the company's charter necessarily reflect the principles and values of commercial law.The evidence in the process of economic law,the Coase Theorem about companies under contract theory of the Constitution made the most efficient institutional arrangements.The company will be composed of parties' will,which contains a concentrated expression of the will of the places the value of external demand,which is outside the statute to explain the effectiveness of Law and Economics.Finally,the nature of the company's charter that starting in the summarized analysis of the existing statute on the basis of the theory of nature,by the nature of the statute should be a "openness of the Autonomy Law," and in the effectiveness of the internal play at the same time,because of their inevitable of the laws of the external attributes of the direct effect.The fourth part of the article,wants to make the type's attempting on the basis of two arguments about of permits and demonstration,in order to give the chance of path's selection of the external effectiveness of the company's article.The first step is from the perspective of macro-classification norms for the company's charter and the general provisions of the statute provisions of the basic statute of classification,pointed out that the basic provisions on the rights and obligations of company's directors,reflecting the directed effect of the external.The second step is make the general terms of the content to the second distinction,refinement of the provisions of the Internal and external matters terms.The internal matters provisions between shareholders or the relationship between the shareholders and the companies.It doesn't have the external validity,and external matters Terms it is concerned with the company and its member companies,third-party relations with external validity.