Research Of Articles Amending Limitation Of Company

The inevitability of the articles modification of company begins with a lot of factors, such as,the flexible and changeable of market economy, adjustment and restructuring of the company’s interests structure characteristic defects of people combination built on the basis of the trust between people, and so on, all of these factors have a premise-company autonomy, only the company autonomy, just have the autonomy of articles of association; only the autonomy of articles of association, just have the possibility of change articles of association.2005"Companies Act" had make the development of "autonomy" step on a more free and rational stage, so the establishment of the basic theory of company autonomy has been very mature, but specific to the field of Judicial application and actual operation of the articles modification of association, are also slightly blank。This paper, from such a specific field involving the practice, chooses the dispute of company of KeChuang’s capital addition as the background material, tries to interpret and demonstrate the applicable principle theoretical foundation related to the articles modification limited of association, committed to the reasonably apply of entity norms refinement, based on this theory.This article is composed of three structures by the introduction, text and conclusion.The introduction is mainly a brief description of the topics of reason, research methods, writing ideas, focus and significance.The text is divided into four parts:The first part is the case introduction, decision of the courts, in order to elicit this paper topic.The second part is case analysis, Thinking framework is inquiring the fuzzy edge and uncertainty applicable standard and rough about the articles modified of association of the company, basing on the analysis of the case.The third part is modified limit standard of the articles of association of the company, from principle theoretical perspective, in response to the problem of the articles modification of association for standard uncertainty, mentioned above. This paper argument how to set up the modified limit standard of the articles of association when it don’t violate the boundary of autonomy of the articles of association, this articles based mutual restraint of the "the overall interests of company," principle of ban rights abusing and the principle of good faith, three aspects constitutes modified limit standard of the articles of association to balance of different interests.The fourth part is the shareholders’interests restrictions in the modified access of the articles of association, in chapter, on the basis of establishing the principled modified limit standard of the articles of association, explains the modified authority when the changed articles of association affecting the shareholder’s interests and puts forward solutions for the problem of the modified boundary of articles of association amending of the second part. This paper elaborates concretely from two aspects, they are shareholders’ rights shall not be infringed, the "damage" standard of shareholders’interests.Conclusion, it is full of summary statement, in the field of articles modification limited of association, we should deepen the research of articles of association autonomy, in legal, constructing a set of theory system that is sound and specific; in legislation, via thinning and complement, formulating special section for the articles modification limited of association, better, to achieve the company autonomy.