Research In The Articles Of Associaiton Of Limited Liability Company

This paper mainly discusses autonomy of the limited liabilitycompany from the point of view of history and empirical, researchhow to design structure and terms of the articles of the limitedliability company.In order to achieve the maximum release autonomyof the articles of association of the limited liability company,theauthor discuss the problem and promote more safe and effective tothe limited liability company.Specifically, this paper first introduced the nature of theevolution of the theory of limited liability company articles.Studythe articles of the formation and development of the system, andintroduced the nature of the representative theory about thearticles of autonomy and contract theory.In the foundation ofanalysising and comparison of the two theories, the author proposedthat the articles of the theory of evolution tendency is naturally"amixed and mutual fusion form".These conclusions providingtheoretical basis to the articles of the connotation of autonomy.Then this paper concluded the connotation of autonomy from thefreedom to formulate the regulations, freedom to decided whether to conclude, the free of content,and the free of modify and changes.Tofind a foothold in connotation, this paper discusses the influenceof the law to company rules and limits, sums up the constitution thatarticles can’t rule out the power of shareholders in the limits.Atthe same time,constitution can limit loyalty duty ofmanagement.Constitution should follow the principle of equality andcapital maintain principle,and pay attention to the limity, andstability of the articles.Further more,this paper analysis the relationship betweenarticles and company laws autonomy. From the task of company law andthe requirements of establishing a rational company standardsystem,this paper studies the theoretical basis of regulatingdivided company law and introduce the theory of Eisenberg andChaiFens’ classification method. And then draw out basis andcharacteristics of mandatory norms,the foundation andcharacteristics of supplementary norms,empowerment norms andmandatory norms.In order to research the relationship between thearticles and company laws autonomy,the author enumerate manymaterials. On the discussion of the foundation, this paper studies thearticles of the structure and the relationship between the autonomyand the model of structure.And then analysis the structure of Co.,LTD. in mainland China and Honkong. At last, the author puts forwardthe optimal structure design for the articles, dual structure ofarticles.At the same time, to further explore the articles of therelationship between the terms and articles of associationautonomy,the author discuss the items recorded in theconstitution,the organization of the company and its producing way.Then discuss the powers, rules, the legal representative of thecompany and the business scope of the company.Finally, this paper puts forward some suggestions to the systemof perfect company articles: integrating the theory, using dualstructure of articles, strengthening the propaganda the role of thearticles, simplify the mandatory clauses,and promoting to usesimplified charter.From these five aspects,the author wants toachieve the purpose that further realize the autonomy of the articles.