Private Law Autonomy Of Articles Of Association Of Companies And State Intervention

Private law autonomy of articles of association is the main form of corporate autonomy. And constitution is the carrier to realize autonomy. Under the background of state intervention, the limits of autonomy of articles include value analysis, company type, the stage and nature of the company, and third-party-involved nature of articles of association. The purpose is to effectively protect company autonomy, give full play to the individual enthusiasm, and also be suitable for the state intervention to regulate company rules. The comprehensive nature and dichotomy of articles of association can better satisfy the needs of theory and practice.In addition to this introduction and conclusion, the article can be divided into four parts:The first part is the legal analysis of company private law autonomy and state intervention. The author will show the company's private law autonomy and the state intervention from their logical framework, legal philosophy and historical perspective, and find that they are widespread in each period of history and the whole world. Then continue to analyze the trend of modern company law legislation: the relaxation of government control, to encourage party autonomy and innovation. And strengthen controls in specific economic sectors is becoming the trend of the contemporary world company legislation.The second part analyzes the conflict and integration relationship between private law autonomy of the articles of association and state intervention. In the beginning, define the legal nature of the articles of association, then analysis the realization of private law autonomy of the articles of association and the limits of state intervention. And demonstrate how private law autonomy and state intervention integrate among the articles. The comprehensive of articles of association is one of the paper's innovations, and then author analyze its structure and value. The comprehensive of articles means, in the field of company, the articles of association is the collection laws and regulations with contract under the autonomous standard attributes. Constitution is the effective carrier to realize autonomy. Autonomy of articles of association is the embodiment of the private law autonomy on law, while heteronomy of articles of association reflect state interventionism of private law and public law and corporate social responsibility embodied on the articles.The third part is the determination of the border of the autonomy of articles of association. Autonomy and heteronomy of articles of association closely linked with the nature of articles of association and company law. The comprehensive of articles of association is not a purely arbitrary law system, but the combination of enabling law and mandatory norms. There exist limits between the autonomy of articles of association and national mandatory, and the paper proposes a relatively detailed standards: from the company law rule system, give priority to opportunistic rules and facultative rules; faith-based rules to mandatory rules; structural rules, which is the articles of limited liability companies shall be free wider than that of stock limited liability companies. From the stage of articles, formulating articles has much more than revising articles. From the range of company's affairs, company's internal articles are wider than the external autonomy limits of the autonomy of the articles.The fourth part reviews settings on the articles of association in new Company Law, and bring forward how to draw lessons from dichotomy of articles of foreign companies to perfect our country's articles of incorporation system. In recognition of the Articles of Association Law gives more autonomy, we must prevent company shareholders from misusing the principle of autonomy to infringe minority shareholders and third persons and social welfare. As a result of it, shareholders should set up articles awareness, and in accordance with statute law. The dichotomy of articles of association can meet the needs of shareholders in flexibility, autonomy and competitive aspects, which is worthy of learning.