System Of The Articles Of Association Legal Issues

Articles of Association [Memorandum & Articles of Association (in Britain) or Articles of Incorporation & By-laws ( in United States)], which is famed as the constitution of a corporation, is an important component part of corporate legal system and is the extended part of corporate law. It is a mandatory legal document, made by all of shareholders or incorporators according to the requirements of corporate law, concerning almost all of the important aspects of the corporate law, including name of a corporation, registered office and agent, purpose and powers, capitalization, period of duration, distribution of rights and duties, operation, etc. It binds the corporation, shareholders, directors, auditors and managers, thus making it the most important document of the corporation. It is important and mandatory to incorporate a corporation and to ensure self-regulation of corporations and shareholders.There are mainly five doctrines about the nature of Articles of Association: contract doctrine, autonomy law doctrine, doctrine of mass organizations rules, constitution doctrine and eclecticism doctrine. The author puts forth the doctrine of new eclecticism about the nature of Articles of Association on the basis of criticizing and absorbing the above doctrines. The author suggests mat we should make qualification oa Articles of Association according to legal relationships which ate adjusted by Articles of Association. We use the contract doctrine to adjust the relationship between shareholders and shareholders, and the relationship between shareholders and corporation. We use the autonomy law doctrine to adjust and regulate corporate governance and inner management system. The author suggests that this doctrine of sew eclecticism has important significance both in theory and practice. The effect of Articles of Association mainly includes the effect of Articles of Association on time and the effect of Articles of Association on man. The effect of Articles of Association on time includes entry-into-force time and voidance time. The effect of Articles of Association on man includes the inner effect and the external effectMarket economy, private autonomy and self-regulation of corporations are inseparable. Freedom and competition are all the while the promotion of the development and progression. Thus it is important to approach the relationship between Articles of Association and...