Some Legal Problems Of The Company Prospectus System

Memorandum of Association, which is a famed as the constitution of a corporation, is an important chapter of company law. In the dissertation, the author, from the visual of comparative law, showed a comprehensive introduction and inspection on Memorandum of Association in Anglo-American Legal System and Continental Legal System through basic theories as its concept, types, legal features and legal significance, etc. Meanwhile, the author made a deep exploration and research on the nature of Company Memorandum and the relationship between it and Law by analysis of cases. At last, the effective ways of perfecting the regulations and rules in corporation law of China are under exploring combined with specific legislation and present situation of company regulations in China.According to study and investigation, the author considers principles in Company Memorandum of corporation law in China arrear with more unreasonable factions, which lead to legal defect and inconvenience in practical operation, compared with the scientific and advanced in foreign examples on legislation.Therefore, the author bring forward some suggest to perfect the Company Memorandum of ours. For instance, to separate the Memorandum of Association into two parts; to distinguish and define the absolute recordation, relative recordation and random recordation; to substitute the Authorized Capital System for the Legal Capital System; to abolish the "Ultra Vires Rule", etc. And the author hopes to get consideration from more scholars on the basic theory subject, Memorandum of Association in corporation law as well as a fruitful result both in legislation and practice by this dissertation.