Company's offering of external guarantee is an indispensable part of the modern social and economic activities, and it has a significant impact on the daily operation of the company. In laws of all countries, the offering of external guarantee is considered as one of the basic rights of the company. As a profit-targeted market entity, the company usually provides external guarantee to promote its own development. However, the offering of external guarantee goes against the profitability of the company essentially, and there are some disadvantages and risks, which can be directly reflected by the condition in which the debtor fails to meet the liabilities sufficiently in time. As a result, the guarantor shall cover the debt with his own property, but it may endanger the interest of the company, and even imperil the legitimate interest of shareholders, namely creditors of the company. In the 16 th article of the current Company Law, the revision of corporate guarantee system is a great change, and it not only confirms the ability of the company in offering external guarantee, but also verifies the required decision-making process in the offering of external guarantee, with great progressive significance. However, the contents are not explicit enough, and the laws fail to make unified stipulations on the consequence caused by the violation against the articles in practices, it leads to uncertainty in judicial application, and there are also different judgments on similar cases. It lowers citizens' trust on laws and damages the authority of the justice. In addition, there are numerous cases in which companies violate the rules to provide a guarantee to others and eventually set themselves in the legal conflicts or bankruptcy, and enforcement recognition of illegal guarantee and the undertaking of responsibilities are usually the focus of disputes. Consequently, in-depth studies on the legal effect of external guarantee are carried out systematically by combining the judicial practices, which is of profound theoretical and realistic significance. In this paper, the legal nature of the 16 th article of the Company Law is analyzed by starting from the judgment thoughts of judicial organs with the loan contract conflicts between Dalian Donggang Sub-branch of China Merchants Bank Co., Ltd. and Dalian Zhenbang Fluorine Coatings Co., ltd. and Dalian Zhenbang Group Co., Ltd. published in the second issue of Gazette of the Supreme People's Court of the People's Republic Of China, and the legal effect of the guarantee contract violating this article is reviewed again. Moreover, jurisdiction thoughts in the case of the legal representative's offering of guarantee beyond his right are sorted out.Discussions would be conducted from the following three aspects.In the first part: the detailed case of the contract disputes of Zhenbang Co., Ltd. is reviewed, results of judgment of the court of first instance, the court of second instance and court of retrial are illustrated, and the focus of disputes in the case is summarized;In the second part: in accordance with the case facts and trial situation, focuses of disputes in this case are summarized one by one by combining the facts and theories.In the third part: the contract dispute case of Zhenbang Co., Ltd. is highly summarized, and the judgment route of this beyond-right guarantee against the 16 th article of the Company Law is sorted out. |