Effect Of Articles Of Association

One of the important amendments of company law in 2005 is enlarging the scope of autonomy for shareholders. The object of this thesis is to expound and prove the nature and the effectiveness of the corporation article on the basis of this amendment. And the writer expects this thesis can play a role in the application and perfection of our country's corporation law.This thesis consists of six chapters. Except the introduction and the conclusion, this thesis mainly discusses the concept, the character, the function, the nature and the effectiveness of the corporation article. In addition, the writer discuses the defects of corporation law and how to perfect the effectiveness of the corporation article in the corporation law.The writer holds the idea that the corporation article possesses the nature of contract and autonomy regulations. This should become the logic statement of discussing the effectiveness of the corporation article. The effectiveness of the corporation article comes from the agreement of the shareholders and the approvement of the law, both of them can not be neglected. The interior effect is the predominant one; however, the external effect should also be paid attention to. The interior effect of article comes into existence when the articles are maked and the external effect comes into existence when the corporation is built up. Compared with the corporation law made in 1993, the corporation law at present has detailed stipulations about the effectiveness of the corporation article, especially in the interior effect. And it sets up relevant liabilities for them who violates the corporation article and increase the autonomy regulations. They are all successes of corporation law made in 2005. But there are still some defects, for example, the external effect is not complete and it doesn't clear and definite the relationship between the article and the regulations in corporation law. The writer thinks that when discussing its effects to the third persons, it points out the effect varies from time to time and we can not make a united conclusion about it. However, the basic method is to balance the corporations'interests and the third persons'interests. Finally, the writer makes a summation about the legal liability taken by the ones who violates the articles. To delicate the liability is necessary and the clause which deprives the shareholders of inherent rights is avoidable. The reason and the procedures for how to regulate and remedy the invalid is also important. The writer hopes that these advices can play an important role in the application of corporation law.