Study On The Articles Of Corporation

As the most extensive and efficient economic organization form thus far,corporation has became the main organizer of market-oriented economy and has beenplaying such an important part in modern society that we all can see her trace even inany personal power and personal capital can’t reach. Corporation doesn’t only createmost wealth in the world but becomes the most frequently used tool to managebusiness as well. At present, global network economy which is made of corporationsalmost has covered every corner of the world.In the corporation area, once the subject of norm development and innermanagement of corporation are referred, we will think of the revise and improvementof corporation law at first. Corporation law has been considered as the rightfulcorporation governance tool. In recent years, our corporation law has experiencedhuge changes, especially in the revise of corporation law in2005. The revise slackedthe control of corporation and enhanced the self-government of corporation. At thattime, other countries and regions had made big modification to corporation law oneafter another. The modification also reflected the idea of deregulation andself-governance enhancement. Indeed, as the basic legal norm of regulatingcorporation, the importance of corporation law is self-evident. But at the same time,we should recognize that corporation law isn’t the motive power to push the companyforward. According to observing and studying the development history of corporationinstitution, we will find that the development of corporation institutions come fromspontaneous gradual process among the people, accompany with this process is articles ofcorporation.Articles of corporation are an important organization files, which covers aspectsof the establishment, operation and dissolution of the company, different Articles ofcorporation of the company revealed different characteristics. The formulation,improvement, and application of Articles of corporation associated with the design of governance structure of company, company daily operation, the governance ofcorporation law for different types of companies and the interest protection of therelevant parties of the company.Through articles of corporation, we can design theinternal governance structure, so as to better achieve the company autonomy andpromote the company in the competition of market economy. It is no exaggeration tosay, in the more and more competitive market today, the company’s operation,management and competence is directly bounded with the emphasis on articles ofcorporation and the designing of articles of corporation accord with their ownsituation. Just because of this, we need to study articles of corporation thoroughly andsystematically in theory.Accompanied by the promulgation of the "Company Law", the articles ofcorporation began to develop in our country, although it has achieved certain results,but in practice there are some issues that are more worthy of our attention. The mostintuitive thing is a lot of companies share the same content of company’s charter, thephenomenon of "homogeneity" is extremely serious. To a vast majority of companies,formulating a charter is equal to doing fill-in job in a template. Except the differencesin company’s name, address and scale, the rest content are nearly the same, eitherechoes the legal provisions or lacks of detail on specific matters. Company’sinstitutional frameworks that established according to the "homogeneity" are certainlyextremely similar, which led company’s charter to weak in operability. Anotherserious problem of company’s charter is the lack of authority, many companiesshelved it right after the adoption, the company’s operation and management staff donot see the company’s charter as rules, when a dispute occurs between related partiesof the company, the resolution always based on Company Law rather than their owncharter. In fact, these are rooted in the deficiency of the concept of the autonomy ofthe company’s charter in reality. Because our company system isn’t like foreign one,we didn’t experience a spontaneous formation process, plus the long-term plannedeconomy we experienced, mostly State interference, resulting in the weak autonomyconsciousness in market entity. Therefore people are lack of understanding of theimportance of company’s charter. In summary, our companies have the formal charter,but it didn’t play its due role. Therefore, studying company’s charter and use it to improve our company’s charter’s development, the significance is self-evident.As is known to us all, the amount of information is an extremely complex task inthe articles of corporation, which not only provides the basic information of thecompany’s name, domicile and registered capital, but also contains corporategovernance mechanisms, internal division of authority, the rights and obligations ofthe parties, the company’s dissolution and liquidation, the Companies Act on thecompany’s articles of association and regulation. It is extremely essential to intend tointroduce significant aspects more than every aspect in articles of association of thecompany, because it will make the paper into problems，such as the theme ofdemonstration is not prominent, or the discussion is not deep enough. Of course, inorder to understand the articles of corporation, it is indispensable to clarify somebasic problems such as the meaning of the articles of corporation, nature, functionand its relationship with the Companies Act, etc. However, the focus of this article isto explore the relationship between the autonomy of the articles of corporation andgovernance, the ultimate aim is to solve the problems faced by the articles ofcorporation in China.