The Company's Articles Of Association Judicialization Problem Research

Articles of association as a system in accordance with internal and external disputes, is an important tool for achieving corporate autonomy. With the deepening of practice in the Company Law, the Articles of Association entered the view of justice continue to be used in proceedings objects and in accordance with the administration of justice. In many company law cases, the articles of association for the litigation process and the results have practical significance, company law practice to throw a justice of the proposition of the Articles of Association.Through empirical observation of the relevant Companies Act cases, the Articles of Association of Justice is showing two forms:the Articles of Association referee source of law and the Articles of Association subject to judicial review. The source of the articles of association to become a referee method is recognized by China’s company law legislation, its legal basis from the judicial perspective, the nature of the articles of association, articles of incorporation subject to judicial review is the basis of the Articles of Association of Justice, but also the articles of association into the litigation among the first steps. However, company law, practice shows that the Articles of Association of Justice and did not get more satisfactory results. Given the autonomous space of the Articles of Association due to the Company Law, Company Law for the content of the articles of association have not been too many regulations, therefore, lost when the judge faced with the effectiveness of the content of review articles of association should be the basis for. Judges in the judicial review of the articles of association have more discretionary space, resulting in uncertainty of the referee, frequent occurrence of different co-contracting parties to the litigation will not be able to forecast the results of the referee, and thus can not effective to protect their legitimate rights and interests, it has also become another confusion of justice in the articles of association.The participants to the proceedings confusion led to the company Articles of Association of Justice can not achieve good, fundamental research, is to control the discretion of the administration of justice by. The administration of justice throughout the course of the proceedings, decisions and about the results of the referee, in the existing judicial resources, how to implement an effective review of the contents of the articles of association has become the key to the Articles of Association Administration of Justice, the use of the development of the referee rules to control the administration of justice discretion of the judicial review of the Articles of Association is a more effective means. The referee rules is to regulate the administration of justice by the formation of the administration of justice to form an effective judgment, when the administration of justice on certain issues in case of confusion, as a reference to the fonnation of strong judgment. Referee to develop the effectiveness of the relevant review articles of association rules, the procedures from the Articles of Association, as well as two aspects of the content, combined with the Company Law norms to develop the appropriate rules of adjudication. Peremptory norms of the Companies Act must be first in the process and content to comply, otherwise invalid, in particular, the procedures of the Articles of Association; the arbitrary nature of the provisions of the Companies Act for the contents of the articles of association will be more or provisions situation, which from the nature of the articles of association formation, i.e. the shareholders interests of the game starting the introduction of interest to measure rule to consider the effectiveness of the company’s articles of associationArticles of Association of Justice is the proposition that reflect the nature of the Company Law practice, and practice of company law, threw out the proposition, found among the many problems of the proposition for the solution of these problems still have to be the continuous development of the judicial practice, combined with the legal theory to continuous improvement.