Articles Of Association Of Legal Issues

China's corporation law was newly revised in 2005.Unlike any other usual revision, this time, more than one hundred clauses have been changed. Some of them were totally abandoned, some of them were brand-new, newly borrowed from other nations relevant regulations. The legislation in 2005 on Corporation law was mainly focusing on endorsing more freedom on legal entities. Corporation's charter is one of the most important documentation in initiating a firm. It decides the nature of a company, the shareholder's interests, the corporation's power distribution, the company's management, the meetings, the way of voting, allocation of bonus, etc.This article is divided into three parts. The first chapter mainly introduces notions characteristics and functions of corporation's charter, different scholars may give different conceptions on corporation charter, but in general the notions given have two things in common. One is that corporation's charter has effect on certain people such as shareholders and corporation's officer, and the other is that a charter is a combination of regulations made by founders on which a company's running heavily relies on. Also it introduces and compares the British and American's corporation's institution. The main role a charter play is to be presented to public for relevant information searching.The second chapter is the center of this article.In the first part of this chapter, it lists the main compulsory clauses such as company's name and domicile, object clause, registered capital system, shareholders'names, types of invests allowed, legal representative system. Plenty of trouble may arise from initiation of a company's name such for the words carefully selected have to comply with legal regulations, no dirty words or immoral words allowed. If a company intends to use some kinds of words like"national""international'or"charity", it has to ask for permission from certain institutes. The scope clause has been dumped since long; therefore it isn't necessarily to be compulsory clause in drafting a charter. The writer advises future legislates to take it out from the law. Registered capital system, there the article first introduces three types of registered capital system and then tells which of them china's registered capital system belongs to. The article spends a lot more time in discussing means of invests allowed such as cash, intellectual property, commodities, also discussing invests not allowed such as labor forth. Legal representative system is the last system discussed in the first part of chapter two.In the second part of chapter two, the article discusses discretional clauses. To what degree of freedom drafters can draft. Shareholder's right in selling his share to non-shareholders; different countries'legislation gives different limitation, the article talks about the issues coming from this transferring in China. About bonus distribution, the article talks boundary of freedom in dividing company's interests. On corporate governance, it talks a lot about the relationship between meeting of shareholders and meeting of directors. As decisions made by different meetings contradict each other, which one's shall prevail?In the last chapter, the content is mainly about charter revision. Before revising, people who decide to change the content have to be aware that the compulsory clauses can't be eliminated, can't violate regulations. After revising, the new charter has to be voted according to a comparatively strict procession. It points out China's legislation shortcoming in this voting part.