Research On The Validity Of Articles Of Association

Refers to the articles of association of the company, the company name, business scope, purpose, organization, distribution of rights and obligations, the mode and other major issues, drafted by the investors in the company in accordance with the law, agreed by all the shareholders unanimously or most of the necessary legal documents. Its specification is the company’s organization and behavior, the provisions of the shareholders, the right obligation in the company staff in the company organization and operation rules of written legal documents. The company’s articles of association as the soul of the company, plays an important role in corporate governance. Revised company law, in particular, given the company autonomy space, make the company’s articles of association becomes the core of corporate governance. The company’s articles of association of the core issue is the effectiveness of the company’s articles of association, in this paper, the effectiveness of the company’s articles of association as the research object, the demonstration analysis of the current legislation at the same time, the comparison of legislation relating to the countries and regions, in order to construct and improve the company’s articles of association effect of system theory, legislation and practice to provide theoretical basis for the company, improve the company’s articles of association. This paper contains five chapters, respectively from the following several parts to discuss:The first part:basic theory study to the articles of association of the company. This part is the starting point of the full text research, mainly from the definition and the company’s articles of association of the company’s articles of association of the characteristics of two aspects, through comparing definitions to the articles of the company, the analysis of the company’s articles of association in formation characteristics under different historical background, and put forward the definition and characteristics of the company’s articles of association in company law in our country.The second part: the nature of the company’s articles of association. The second part mainly discusses the academia disputes relating to the nature of the company’s articles of association, on the analysis of the various theories on the basis of to refute its deficiencies, and puts forward the viewpoint of this article, the author thinks that company law has the dual nature of the contractual and autonomy, determines the dual nature of the company’s articles of association, the company’s articles of association of the contract and autonomous attribute eventual reunification in the autonomous laws and regulations of articles of association. Therefore, autonomous laws and regulations that comprehensively reflects the company’s articles of association of dual attribute, the fully reflects the nature of the company’s articles of association, also with the spirit of company law in our country.The third part: the effectiveness of the company’s articles of association. This section from the company’s articles of association of time effectiveness and the effectiveness of the company’s articles of association scope two aspects research, and internal and external validity of the company’s articles of association, emphatically discusses the company’s articles of association of companies, shareholders, directors, supervisors and senior management personnel of the binding, and the question of whether the company’s articles of association have forces on the third person.The fourth part: the validity to the articles of association of the company’s relationship with other specifications. Under the company’s articles of association and its ShangWeiFa and norms are likely to conflict, but these conflicts often influence the effectiveness of the company’s articles of association. This part mainly discusses the company’s articles of association with the company law and set up the conflict between the agreement, rules, system, in order to more clearly the effectiveness of the company’s articles of association.The fifth part:the company’s articles of association of severability, legal responsibility and relief. This part through the analysis of the reasons the flaw to the articles of association of the company, lead to the company’s articles of association severability will produce the legal consequences, and then to our country system of the company’s articles of association in thinking about the problems in practice, puts forward the severability relief system including the articles of the company based on the system of perfect suggestion to the articles of association of the company.