System Of The Articles Of Association Legal Issues

As an important system of the company , the content of articles of incorporation is very broad, which involves establishment, operation and dismiss of the company. There are close connections between articles of incorporation and company's autonomy, and articles of incorporation is an important mechanism of realizing company's autonomy.Part one proposes the relation between company's autonomy and articles of incorporation, and pointes out the necessity of describing the articles of incorporation in terms of company's autonomy. The author has given a detailed introduction and discussion on the issue of articles of incorporation in terms of company's autonomy.Part two introduces and analyses the basic theories of articles of incorporation, including the legal characteristic, function, value and effection of articles of incorporation.Part three discusses the nature of articles of incorporation in detail, and by comparing several kinds of theories, from the view of company's autonomy ,it prove that articles of incorporation is autonomy regulation and have nature of contract law at the same time.Both Chapter two and chapter three has explained that articles of incorporation is the essential reasons of realization company's autonomy, they also has done the preparation in theory for the discussion of the following chapters.Part four, by comparing the content and the structure mode about the two fundamental laws, then maintain structuring the articles of incorporation of our country according to common law and then overcome the defect of the system, give the party more autonomy.Part five has discussed especially the issue of how to cognize the legitimacy of articles of incorporation , namely whether articles of incorporation can opt out the relevant norms of company law. It should clarify the relationship between articles of incorporation and provisions of law in theory at first, then drew the whole rules. By an analysis of two cases, the author drew the conclusion, namely on the basis of whole rules and with the specific consideration which involves lift up " law veil" when necessary and considering relevant factors.The author alsoreviewed the company law's defect about the legitimacy of articles of incorporation.In a word, the article runs through the clue of company's autonomy, and maintain that we should pay attention to realizing company's autonomy by the articles of incorporation. But the autonomy of the rules is limited, it should be regulated by company law .It neiflier is permitted to violate the normal and good custom nor do harm to the interests of investors and creditors, and jeopardize the trade ordenThe key is how to hold the border of the rules of autonomy.