Reseach On The Relatively Necessary Items Recorded In The Articles Of Association

The articles of association, the most important legal documents for acompany, have to rely on its content recorded to help the company achieveself-government. According to the different roles they play and differenteffects, the content of the articles of association are classified as absolutelynecessary items, relatively necessary items and random items in theory. Therelatively necessary items play a unique role compared with the other twotypes of items. However, few researches have been done upon the articlesof association and even fewer upon the relatively necessary items. Besides,in practice, under the guidance of the templates offered by the companyregistration authority which forms and contents are far from perfect,relative necessary items are unable to play its important role. Therefore, theauthor chooses relative necessary items as the object of study in this thesis,trying to put forward suggestions for legislation and practice based on theanalysis and research of it. The whole thesis is divided into four chapters.Chapter one theoretically discusses the foundational issues ofrelatively necessary items, including its definition, feature, function, valueand the boundaries with the other two types of items. The author believesthat relatively necessary items are in the intermediate zone of the nationalmandatory and autonomy, while reflecting both the security value and theefficiency value. Its relative flexibility can effectively reconcile these twocontradictions and fill the gap between corporate law and corporategovernance practices.Chapter two outlines and analyzes the relatively necessary items stipulated in the Corporation Law. This chapter first introduces the debateon whether there are relatively necessary items in china’s Company Lawand put forward the views of the author. Carding the provisions ofCompany Law one by one, the author cites all the provisions involvedbased on classification of relatively necessary items according to differentapplicable object and the relationship with regulations of corporate law.Chapter three analyzes in what situation the relatively necessary itemsare illegal and put forward remedial measures as well as how to cope withthe situation when the articles of association fail to record them. The authormaintains that once the relatively necessary items recorded violate themandatory provisions of law, harm the fundamental rights of the memberof the company or hinder the subsequent modifications of the articles ofassociation, it should be identified to be illegal.Chapter four puts forward several suggestions on the improvement ofrelatively necessary items in the Corporation Law of our country and howto improve the forms and contents of templates of the articles of association.To improve relevant legislation, we should first divide items recorded intothree categories by using clear languages. Second, we should draw on thelegislation of the civil law countries and add several types of relativelynecessary items recorded involved in special establishment. Third, weshould minimize the absolutely necessary items while intensify therelatively necessary items. In practice, we should cancel the mandatory ofvarious templates of the articles of association and improve the forms andcontents of them.