Study Of Limits Articles Of Association Autonomy In Stock Corporation

In the perspective of the limits of autonomy of the basic proposition of company law,explore the limits of the articles of association autonomy in Stock Corporation.First, there are many disputes in the judicial application of Articles of association, Especially under the type of Stock Corporation, there are some disputes about the validity of part clause in the articles of association because of its high autonomy, size of shareholder status disparity and the majority principle.therefore In the practice of Articles of association Autonomy in Stock Corporation,there is excessive flooding phenomenon. Based on this analysis expand two paths, on the one hand,by analysis of the validity of Articles of association in Judicial Application about Initial Charter, based on the nature of their contracts, in addition to follow the company law’s peremptory norms and principle, Articles of association is subject to the limits of the connatural right of shareholders and the principles of contract laws. On the other hand, through the principle of capital majority will encroach on the articles of association on the part of the shareholders inherent rights violations. However, Charter Amendment is not without contract existing space,Capital majority the limitation on the part of the shareholders’ rights lack proper foundation due to Articles of association of the content is not equal to shareholders.The articles of association will have the nature of the contract, so the articles of association should abide by the basic principle in the contract law and has a certain particularity in the company law of the applicable.Secondly, lack of articles of association autonomy in Stock Corporation, trying to type the present code of law about the specification of articles of association rules and do question analysis on the articles of association autonomy effecting of specific specification is arbitrary or mandatory norms.In combination with outside the legislative mode and expression,trying to provide legal guide for articles of association autonomy in Stock Corporation on the legislative expression.In this paper, the text includes four parts of contents: the first part is about the general theory of the limits the articles of association autonomy.This part includes the connotation of the limits of articles of association autonomy and the special factors affecting the articles of association autonomy limit in Stock Corporation. The second part is about articles of association autonomy limit analysis of the typical problems in Stock Corporation.Mainly through empirical manner,in view of the profit distribution, equity transfer, functions and powers of the voting rights of shareholders, the shareholders’ committee, the board of directors, increase endowment spread, etc,to Explore the applicable standards about limits of articles of association autonomy in Stock Corporation.The third part is about the limits of articles of association autonomy in Stock Corporation and facultative company laws.Classification on the relationship between the articles of association and facultative company laws,on this basis, to analyze Company law norms in Stock Corporation.The fourth part is a joint stock limited company’s articles of association autonomy law guide.According to the content of the above analysis summary for legal guidance about two aspects of applicable and legislation about the limits of articles of association autonomy in Stock Corporation.