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Research On Ultra Vires Of Corporate Representative

Posted on:2015-05-03Degree:MasterType:Thesis
Country:ChinaCandidate:A SunFull Text:PDF
GTID:2296330428461808Subject:Civil and Commercial Law
Abstract/Summary:PDF Full Text Request
Representation in civil law is a familiar and strange concept. On one hand, Representative, Power of Corporate Representative, Ultra Vires and other similar terms are often found in normative documents and academic treatises, especially in recent ultra vires guarantee researches. On the other hand, there are few concrete law rules for Representation.This thesis attempts to conduct research on ultra vires of Corporate Representative by means of agency theory.The first chapter is to discuss the concept and the legal status of Corporate Representative. No matter Corporate Representative is regarded as an agent or a representative of a corporate, agency theory is necessary for academic research on ultra vires of Corporate Representative.The second chapter is an analysis of Power of Corporate Representative. Power of Corporate Representative comes from the corporate’s internal authorization. But after the authorization, corporate applies for external registration in corporate registration authority regarding the name of Corporate Representative. The initial scope of Power of Corporate Representative is required by law, but the corporate may exert internal limitations on the scope.The third chapter is focused on the validity of the corporate representative’s act in ultra vires with a bona fide third party. In this situation, the corporate representative’s act is valid. The fourth chapter is addressed on the validity of the corporate representative’s act in ultra vires with a malice third party. In this situation, the corporate representative’s act shall be effective after being ratified by the corporate. If the corporate does not ratify it, the act shall be null and void.The fifth chapter is aimed at the distribution of legal liabilities when the corporate representative’s act in ultra vires is void. In this situation, the malicious third party is entitled to sue corporate representative against ultra vires liability or tort liability, but contributory negligence shall be considered in determining the scope of indemnification. However, the malicious third party is not entitled to sue the corporate against ultra vires liability or tort liability.
Keywords/Search Tags:corporate representative, power of corporaterepresentative, act of representation, ultra vires
PDF Full Text Request
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