On Legal Capacity Of The Juristic Person And The Legal Limitation

With the development of social economy, the function of corporatejuridical person in the society is increasingly obvious. From a legal perspective,regulating corporate juridical person shall start from the methods of being able toenjoy rights and undertake obligations. Specifically speaking, this approach is thelegal capacity of juridical person. However, this kind of right is with particularity ifstudied carefully, which is exactly the research focus of this paper. Based on the studyon scopes of legal capacity of juridical person, a series of business practice ofcorporate juridical person can be regulated clearly. This paper focuses on the detaileddiscussion about issues of the following three aspects of the juridical person: thelimitation on the shift in investment, the limitation on external guarantee andexceeding the scope of business. Through analysis on the abovementioned issues,some guidance is given to the increasing judicial practice issues and some opinionsand suggestions are put forward for judicial adjudication, which is the purpose of thispaper. The amendment of Corporation Law in2005is of great significance forjudicial circle because it confirms the rights of the juridical person concerning shift ininvestment and guarantee for the first time and abolishes some mandatory provisionsin the original Corporation Law. Based on the practice in the past ten years, the newCorporation Law plays an important role in the development of social economy.However, it shall be clearly understood that the shift in investment and externalguarantee are more and more important with the increasing number of listedcompanies and small and medium size companies, the enlarging demand on socialfinancing as well as the unlimitedly enlarged re-financing ability of corporations.There are five parts in this paper with focus on the following aspects:Chapter One is the summary of legal capacity. From the concepts, theory andvalue of legal capacity, issues concerning legal capacity are illustrated. Theregulations on legal capacity system is the inevitable requirement for the systematization of juridical person’s legal capacity and the premise of civil lawapplied to civil subject as well as providing basis for the civil subject to participate inthe legal relation and enjoy their rights.Chapter Two is about the nature of legal capacity of juridical person. From thedifferentiating and analyzing of juridical person’s legal capacity and its nature,contents as well as the regulations, the nature of juridical person’s legal capacity isillustrated. All the theories are demonstrated in this chapter especially the proposedregulation, denial theory and the realist theory, and the nature of the juridical person’slegal capacity is concluded.Chapter Three is about the limitation on the properties of juridical person’s legalcapacity. From the perspectives of theoretical basis and specific manifestation, thelimitation on the properties of juridical person’s legal capacity is discussed, which ismainly about the particular property of juridical person, that is, juridical person isdifferent from natural person because juridical person is a group while natural personis an individual with vitality. The limitation of properties can be shown in thedifferences of the conditions of obtaining and ending, the ways of bearingresponsibilities, personality right and property right.Chapter Four is the legal limitation of juridical person’s legal capacity, which isdemonstrated in the following four aspects: theoretical basis, limitation of shift ininvestment, limitation of external guarantee and case study. This chapter focuses onthe discussion on the limitation of shift in investment and external guarantee andmakes comparative analysis on theory, specific regulations in China and the validityof contract concerning shift in investment and external guarantee and puts forwardsome countermeasures for improvement. At the end of this chapter, the application oftheory concerning the legal limitation on juridical person’s legal capacity is illustratedthrough the case study on the resolution of the board and the disputes about theinvalidation of contribution agreement of Amerihua International EnterpriseChangzhou accusing Changjiang Bus Group Co., Ltd.Chapter Five is about the limitations of purpose of juridical person’s legal capacity, which is illustrated in this chapter from the following five aspects:theoretical basis, the attribute of organ of juridical person, the regulations,effectiveness and the improvement of the behavior of juridical person beyond thelimitation of purpose. Focusing on the issues of exceeding business scope of juridicalperson, some suggestions are put forward to improve limitation of purpose ofjuridical person’s legal capacity.