System Of The Articles Of Association Legal Issues

The articles of corporation are the essential elements that can not be neglected in establishing a company. Its effects cover the whole process of a company's existence, ranging from setting-up, changes to termination. At the same time, it has direct binding to the company, shareholders, directors, supervisors and senior managers. It is the basic norms of corporation. The theory of articles of corporation plays a vital role in the study of the company law. The author analyses several issues concerning it in this paper in order to make his contribution to the study in this field in our country.This paper consists of five parts:The first part discusses the basic theory of the articles of corporation, including the concept, nature and role. After a comparative analysis among the domestic and foreign scholars on the concept of the articles of corporation, the author proposes his definition based on our "Company Law". As the company's "charter", the role played by the articles of corporation is very broad. According to various criteria, the role falls into different types. For a more comprehensive study of the role of the articles of corporation, this paper divides the role into external and internal effect with the standard of the effect space after a more detailed theoretical analysis. The academic theory about the nature of articles of corporation can be divided into kinds of contract, autonomy, charter and order. In comparison to the above theory analysis, the author tends to hold the viewpoint that the articles of corporation have dual attributes of autonomy and contract.The second part discusses the autonomy of the articles of corporation under the Company Law. The author first discusses the characteristics of the Company Law. After the analysis of the "argument between public and private law" and " competition between coercive and arbitrary ", the author finds the Company Law belongs to private law with arbitrary and coercive dual attributes, mainly arbitrary. In the following part, the author analyses the scope of autonomy of the articles of corporation under the Company Law from the micro angle by drawing the points put forward by foreign scholars.The fourth part discusses the alteration of the articles of corporation. The alteration of it can be divided into broad alteration and narrow alteration. The author adopts broad sense and thinks it refers to adding, reducing and modifying the contents of the articles of corporation according to the law.The fifth part discusses the advice to improve the legal regime of the articles of corporation. This part is a response to the issues raised in this paper.On the basis of the law of foreign countries and points of scholars, the author puts forward his own proposals to better the system of the articles of corporation through changing the structure mode of the articles of corporation, reducing the absolute items recorded in the articles of corporation, increasing the subjects who are entitled to change the main contents of the articles of corporation.