Study On The Relationship Among Company Autonomy, The Articles-of-association And The Company Law

In the amendment of the new-released Company Law of the People's Republic of China, it is noticeable that there are supplement of certain provisions concerning random norm of the articles-of-association which has enlarged the autonomy scope of the company. This change, on one hand, enables the enterprises with more decision-making power and makes the articles-of-association become a real charter of company's self-government. On the other hand, the enlargement on the autonomy scope also raises the uncertainty and risks in the articles-of-association. It buries the hidden trouble beneath and would be possible that some shareholders may manipulate the articles-of-association to violate the legitimate rights and interests of other shareholders and the benefit of the company and obligees as well. For the present study in this field, most scholars home and abroad, viewed the company Law, the articles-of-association, and the company autonomy separately, or sometimes they just analyze the relation between two of these terms. However, in order to solve the upward trend of uncertainty, the author of this thesis holds that it is necessary to know the relationship among company law, the articles-of-association and the company autonomy. With mutual impact on each other, they form the theoretical framework for the company's legislation system and conduct the practical development in the company's legislation issues. Only with a profound understanding of their relations can we make a clear boundary between the company autonomy and the state compulsion. This thesis adopts a research method combining horizontal comparison and longitudinal comparison. Meanwhile, it also analyzes the case study on the basis of the articles of law. All in all, having focus on the relationship among company law, the articles-of-association and the company autonomy, this thesis aims to provide useful suggestions on the constitution and amendment of the articles-of-association in the future study.This thesis consists of six chapters.Chapter One is the introduction part. In this part, the purpose of doing this research, research method and the innovation of this thesis are introduced.Chapter Two presents the relationship between the company autonomy and the company law. It analyses the definition of company autonomy, gives an in-depth exploration on the features of corporate law and traces the development in the concept of company autonomy, which can draw the conclusion that company autonomy serves as an important concept in modern company law.Chapter There introduces the relationship between the company autonomy and the articles-of-association. Through the study on the features, contents and effectiveness of the articles-of-association, Chapter There makes it clear that the articles-of-association is regarded as the basic means in the way to realize the company autonomy.Chapter Four focuses on the relationship between the company law and the articles-of-association. In terms of the classification in the regulation of company law, it shows the special function of the compulsory regulation. According to related legislation home and abroad and the survey from different perspectives, it summarizes that the company law is able to set the limitation to articles-of-association.Chapter Five introduces several typical cases in order to prove and implement the above mentioned theoretical finding.Chapter Six acts as the conclusion of this essay. Through the in-depth analysis of the relationship among company law,the articles-of-association and the company autonomy, it points out the connection between company autonomy and the state compulsion in essence, which definitely helps us to make full use of the articles-of-association autonomy within legislation scope and eventually motivates the development of the entire bisiness.