Studies On Corporate In The Context Of Charter “Otherwise Provided”

The powderhose of the dispute over “otherwise provided” effect lies in the misunderstanding and ill-definition of Ltd. autonomy. According to Charter “Otherwise Provided”,this paper will discuss the space of Ltd. Autonomy from three aspects: corporate governance,shares transfer and shares inheritance. As to corporate governance,the company enjoys a high degree of autonomy space in shareholders’ notification procedures and manager powers; corporate autonomy in terms of shareholder voting rights is subject to the constraint of “one share,one right” principle. Autonomous Space of Ltd. in the field of governance prescribed in Companies Act in force failed to adapt to the specific characteristic of small Co.,Ltd. Which should be given more autonomy,and Ltd. Should be allowed to determine its mode of “Three Boards” governance.In terms of shares transfer,the company enjoys highly-developed autonomy space in both internal transfers and external transfers of shares; the privileged allocation to stockholders can’t be excluded for it’s the last defending line to maintain interpersonal harmony in companies; whether there should be a compulsory transfer of shares is in essence the competition between autonomy and the freedom of shares transfer,and interpersonal harmony of Ltd. is prior to the freedom of shares transfer. Also,under certain circumstances corresponding to price-compensation and legal procedures,share transfer can be forced. In the aspect of shares inheritance, the paper points out there exists legislative defect in shareholders’ eligible inheritance which goes against our country’s Inheritance Low and Property Low,so shares inheritance should be legally established; corporate autonomy can completely ruled out shares inheritance,inheritance of limited certain people and limited shares division.