Research On The Effectiveness Of The Articles Of Association

Articles of Association is a research-based area in company law theory and practice,and its effectiveness is the core question. Effectiveness of the Articles of Association is relating to files and regulations, which is not clear in legislation and existing argument in theory. This paper begin with introducing and evaluation the various theories, comparative legislation in relevant countries and regions and focusing on the interpretation of existing legislation, building and improving the effectiveness of the articles of incorporation system theory. This paper aims to provide theoretical basis to legislation and practices and to help solve real-world problems.The first chapter deals with the articles of incorporation of the basic theory:the nature a of company's articles of association.There are two mainly theories about the nature of company's articles:Contact and Autonomy. Combination with our country's exsiting Company Law, This chapter analyzes many theories with their respective merits and shortcomings, pointing out that we should adopt Autonomy for the nature of Articles according to our civil law tradition. Based on the nature of Autonomy, Chapter three examines the general theory of the effectiveness about the articles of incorporation and its manifestations.Including the meaning and the source of company's articles's effectiveness.The manifestations of the effectiveness of the articles of incorporation include:the articles of incorporation with the establishment of an agreement; company's charter with the company's external agreements; company's charter and the relations between the Company Law. This chapter explained the former two relationships.Because the relationship between the articles of incorporation and corporate law is more complex, involving the theory of company law, It is studied in the next two chapter.Chapter four is identified and distinguished between the company law normative nature.Citing the domestic and international corporate law scholars's distinguish between discretionary and arbitrary norms, then summed up the standard of distinction between and discretionary norms and arbitrary norms in company law normsThen the auther analysis the conflict between the articles of company and company law norms.Through case analysis, obtained the applicable rules on confiction between the articles of incorporation with the companies law' mandatory norms,and confliction between the articles of incorporation with the arbitrary norms,pointed out that the articles of association for any of the applicable standard, also has a limit;while the analysis of mandatory legal norms, need to consider legislation and judicial values, then identify articles of association in the application space of the mandatory norms.Known through research, articles of association should expand the application of space possible in further, therefore, company members should focus on the articles of association's role in corporate governance.