The Autonomy Of The Articles Of Association Studies

Autonomy of articles of association is the carrier and embodiment of theautonomy of will in corporation law. Autonomy of will is the core concept of civillaw and commercial law. Owing to the long-term influence of the traditionalChinese culture, the autonomy of articles of association is as if one kind ofextravagant thing to be discussed. Company used to be regarded as the target andtool of government regulation rather than an independent legal person. With theestablishment and development of the socialist market economic system in China,autonomy of articles of association should be emphasized and understood in amore rational way.The paper is composed of the following parts:The first part introduces various of definitions of articles of associationscholars explored and draws a conclusion that articles of association plays a vitalrole in corporation law, then introduces the contents of autonomy of articles ofassociation, finally analyses the connotation of autonomy of articles of associationby discussing the relationship between autonomy of articles of association,autonomy of will, autonomy of corporation and autonomy of shareholders.The second part outlines the development of autonomy of articles ofassociation according to three historical development stages. This process reflectsthe courses in which the development of articles of association experiences fromthe accessory of the state power to the embodiment of autonomy of the parties'will. And then, introduces the uncommon development experience of autonomyof articles of association in China.The third part elucidates the source of the theory of autonomy of articles ofassociation from three different aspects. The idea of liberalism, market economysystem and theory of company contract provide theoretic basis, economic basisand legal basis for autonomy of articles of association respectively.The fourth part elaborates on the controversy over mandatory law andoptional law regarding the corporation law and draws the conclusion thatcorporation law is a combination of mandatory rules and optional rules. According to the standards mentioned above, the author puts forward a standardon the boundary of autonomy of articles of association.The fifth part is the outlook of autonomy of articles of association. Althoughfacing various challenges from social trend and new theories in corporation law,autonomy of articles of association should not be abandoned but be emphasizedand expanded because of China's specific national conditions and the nature ofautonomy of articles of association.