The Company's Articles Of Association Autonomy Research

The articles of association is the carrier of the company’s autonomy, it not only has theformal sense and has a real meaning. In the form of the instrument is just a recordcompany rules, setting up one of the necessary legal documents, but essentially it is at animportant position in the company’s legal system to require a company organization,operation and other important content of the specification. The autonomy of the articles ofassociation is the ultimate expression of the autonomy of the shareholders of the Company,and its core is shareholder autonomy. Shareholders are often self-designed corporategovernance rules in the corporate charter, constitution to become the autonomy ofshareholders and company managers a guide to action to protect the shareholders of thecompany’s control.Legalization of autonomy of the Articles of Association promotes the generation ofthe Company Law, Company Law regulates the formulation of the Articles of Association,modification, and the flexibility of the Constitution affects corprate legislation on the basisof the company’s successful practice, resulting in the formation of an interactiverelationship between the legislation and the Articles of Association. In our country, due tothe lack of knowledge on the functions of the company charter, articles of incorporationcompared to the "Company Law", appears to be negligible. In practice, an importantaspect of the process of setting up company-the development of the Articles ofAssociation, become to fill in the blank job under the guidance of the company registrationauthority vigorously promoting charter samples. Articles of association rules repeat theprovisions of company law, and become merely the necessary formalities for companyregistration, while a number of articles of incorporation are same. Shareholders’ free willin the articles of association disappear, which is difficult to find independent institutionalarrangements and innovation, but also the lack of detailed internal operational rules. On theone hand, the articles of association play an important role in the company system, on theother hand, the absence of the charter of autonomy in our corporate practice, that is lightas a feather. Precisely due to this, the main line of the article is the relationship betweenarticles of association rules and norms of Law in China, to lead to the analysis of thecharter of autonomy dimension. In addition to the preface and epilogue, the article isdivided into four parts，which are the theoretical basis of the Articles of Association andthe literature review, the common inspection between articles of association rules and theCorporation Law norms, the dimension of the autonomy of the Articles of Association andthe lack of autonomy of Articles of Association. On the basis of theoretical analysis of theconcept, nature and Autonomy connotation of the articles of association, by commoninspection between the relationship of the articles of association rules and Company Lawnorms，the article uses the method of comparative analysis and empirical analysis, toresearch the charter autonomy norms applicable to the type of the different companies, inorder to find the law able to reveal the dimensions of the autonomy of the articles of association, and on this basis, discussion on the measures of lack of the charter ofautonomy in China, through the company’s articles of association to achieve autonomy.