On The Legal Effect Of The Articles Of Association

The article of association is the ground rule of the corporations in its daily routine, the foundation of the corporation, and the survival soul to sustain the corporation. However, the article of association needs to be improved in many aspects in legislation. And it is for this reason that there are a lot of legal cases and controversies concerning articles of association in practice. By analyzing this situation, it can be found that most of the cases and controversies involve with the validity of the articles. By making cognizance of the basic theories of the scope and forms of expression of the validity of the articles of corporation, it could resolve the legal cases and controversies in practice quite well. Theoretically, the issue of validity is an important part in the theoretical framework of the article of corporation, while other parts of the articles of corporation are also relevant to the issuer of validity. Therefore, the research into the issue of the validity of the articles of corporation could resolve the problems in practice quite well.The purpose of the writer's research is to construct and consummate the system theory of the validity of the articles of corporation, so as to provide some feasible advice for legislation, and reliable theoretical foundation for practice in corporation, then it can help to resolve some related problems in practice.This paper takes the articles of corporation's validity as the mainline, its elementary theory as the basis, and is set in the law of corporation. Through the research of the validity of the articles of corporation and the study of legal consequences by violating the articles of corporation, it will analyze the relevant issues of the validity of articles of corporation in our country.The paper will expound its views through the following three aspects:Firstly, it focuses on the definition and the nature of articles of corporation, mainly including the contractual theory of articles of corporation, the autonomous law of articles of corporation, the charter theory of articles of corporation and the trend of development of the articles of corporation.Secondly, it deals with the basic theories of validity of the articles of corporation, including the concept, the scope, the emergence and termination, the change and perish of the articles of corporation. What's more, the importance of articles of corporation in the process of corporate governance.Thirdly, the paper probes into the legal issues which the articles of corporation is facing, including the irregular clause of the appointment of company directors in the articles of some of our country's listed companies, the relevant issues in the reverse takeover clause of the articles of listed companies, the suggestions to consummate the institution of our nation's articles of corporation, and so on.