The External Validity Of Charter Of Corporation

Charter of a corporation occupies an important position in the corporate law system. While affirming the company’s concept of autonomy, the existing Corporation Law also gives much autonomy space to Charter. The autonomy scope of Charter expands much more and even refers to companies’ foreign matters. Charter’s regulation effectiveness about company’s foreign matters will inevitably extend to a third person dealing with the company, and affect his rights and obligations, and produce some certain legal effect to him. This also shows that the external validity of Charter is becoming increasingly prominent and imperative to some extent, although Charter is a company’s internal norm. However, the external validity of charter has not been favored by legislation. There is too much controversy about the external validity of Charter in theory and practice, but only a handful of relevant research results. Reasonably defining the content and application scope of the external validity of charter and charter not only helps to improve the effectiveness system of charter, but also help to eliminate the confusion and controversy in judicial practice. In this paper, the external validity of charter is considered as the study object. The content of the external validity of charter, the application of the external validity of charter, and other related problems, are analyzed and demonstrated. Besides the introduction and conclusion, the full text consists of the following four parts.Part I: General principles of charter of external validity. This section is the theoretical basis of the full text. Firstly, defines the meaning of the external validity of Charter. Secondly, points out the theoretical premise of the external validity of Charter-- charter publicity. Finally, describes the two traditional content of the external validity of Charter, included the credibility and resistance of Charter.Part II: Theory controversy about the external validity of Charter. The first section summarizes the legislative status quo with regard to the external validity of Charter, points out that there are legislative gaps about the effect of company registration and the effect of Charter’s content related to company’s external matter. Then, draws forth the debate in academic and judicial practice about whether Charter has external validity. Finally, shows the point in this paper that Charter has external validity, demonstrates the rationality of this point from three levels, including the nature of Charter, the relationship between Charter and Corporation Law, the duty of care to a merchant.Part III: The specific application of Charter’s external validity. The innovation of this paper will be in this section. Based on an exploration way, this part tries to systematically analyze the application of Charter’s external validity. Firstly, discusses the classification standard of Charter’s recording matter, considers that it would be better that Charter’s recording matter is classified to enrollment matters and record matters by the standard of Charter’s publicity degree. The enrollment matters have credibility and initiative resistance as they are full public, except the provision about business scope. While the record matters have credibility and limited resistance which can only force malicious third persons, because they are not completely public. However, because of some "special express provisions" on Corporation Law, some of the record matters can obtain the equivalent effect as they are full public. Then they can resist the third person.Part IV: Legal measures to achieve Charter’s external validity. Some legal measures about how to achieve Charter’s external validity are put forward in this part, in response to the preceding analysis about the legislative and institutional defects. The measures include restructuring the structure of Charter, introducing Charter Dichotomy of the common law, in order to facilitate a clear scope of the publicity matters of Charter; improving the lack of legislation gap about the publicity effectiveness of company’s registration, in order to lay a foundation to Charter’s external validity; improving Corporation Law’s legislation about company providing investment guarantees and shareholding issues, in order to provide legislative support to Charter’s external validity.