Research On The Examination Obligations Of The Company’s External Guarantee Documents

External guarantees provided by the company is one of the company’s most important powers, but in practice has a lot of legal issues, the effect or the company the legal representative of the company’s external security relevant resolutions of the authenticity of the more prominent. The company’s external security itself is a potential asset impairment without direct payment of the price behavior, which involves the secured creditors, unsecured creditors, shareholders of multi subject interests. It is of great significance to judge how to reconcile the different interests of the main body, the balance of different legal interests. In 2015, the Supreme People’s Court issued "China Merchants Bank Co., Ltd. Dalian Donggang Branch and Dalian Zhenbang fluorocarbon paint Stock Co., Ltd., Dalian Zhenbang Group Co., Ltd. loan contract dispute case of the bulletin cases. The case is cases by the Supreme People’s court for retrial for ultra vires the guarantee contract effectiveness of the problem, a direct answer to two important problems of the ultra vires of the validity of the guarantee and creditors review obligations, the judgment of legal principle, logic, not very rigorous. It is worth discussing. Based on practice, in this case as the starting point, in-depth analysis of the connotation of the focus of controversy mining, intended to clarify the company’s external guarantee, creditors of the obligation to review how to determine obligation to review the content, standard, including how to set up, especially when the flaws existing in the documents of guarantee issued by the company, we should be how to according to Article 16 of the "company law" and "contract law" Article 50 confirm the validity of the guarantee contract problems and trial practice guarantee contract dispute processing to provide reference.This paper according to the idea of refining the question, analysis principle, solve the problem of layer upon layer to promote, in the case of abstracted the behind the general problems and legal, combining the abstract theory and the case of the specific case, in the case of said law, in legal services. This paper is divided into four levels:First of all, the article refines the Donggang Branch and zhenbang joint-stock company in a case, the main contents, and lock the the case with foreign guarantee contract effectiveness the focus of controversy: the case involved in violation of the "company law" Article 16 signed a guarantee contract is invalid; in this case the creditor whether to guarantee issued by the security instruments is the best to corresponding review obligation, can be judged as a bona fide third party. In this case exists blemish guarantee the validity of the contract? Then extended to general questions from the case: the company’s external security documents, how to set up the review obligations?Secondly, around the focus of controversy, the company external guarantees provided by the relevant theoretical analysis, the legal analysis of the main as follows: the company can provide external guarantee the legal basis; creditors to guarantee documents review of obligations, mainly clear creditors to guarantee documents shall bear the obligation to review, and creditors should guarantee documents for examination as to substance and essence of the review process should pay attention to the matters.Again, according to the Supreme People’s Court on the case of the referee, combined with specific case of the case, the case verdict corresponding analysis, the main analysis of the Supreme People’s court review of the obligation to between both sides of the case assignment problem, is the focus of the review of obligations of the burden of proof responsibility and obligation to review the judgment standard.Finally, through layers of analysis of the case and found that many problems exist in China corporate guarantee is mainly due to the related security information between the guarantor and the creditor and the guarantor and its management exists serious information asymmetry leads to. This paper argues that with the use of information technology in the economic life, the information asymmetry problem can be solved. In this paper, on the basis of legal principle, logic and market economy rule to live, prior to the creditors of the company and signed a guarantee contract should not only obligation of guarantee documents a negative form of review, and should take the necessary and appropriate substantive examination obligation, the progress of information technology provides support. Accordingly, this paper proposes: creditors set necessary and appropriate substantive examination obligation, specifically including: review each other legal representative on behalf of authority and authorization, review each other to provide the articles of association of the company, guarantee the resolution of the authenticity and legality, fulfill the general duty of care to guarantee decision seal to. This review obligation is not only due to the provisions of the law, but also from the articles of association in the guarantee of the effectiveness of the confrontation. Creditors, as a rational traders, should understand the "company law" Article 16 provisions to guarantee company internal decision-making procedures, based on the needs of risk management and control, creditors have an obligation to understand the company to provide guarantee to practice the internal procedures. With the development of technology, the company should use modern information technology, strengthen the disclosure of company information and protect the minority shareholders of the company in the security affairs of the company the right to participate, and creditors is necessary to strengthen the review scope and depth of review. From the legislative level and judicial interpretation, this paper puts forward some suggestions on how to ensure the smooth performance of the guarantor and the creditor.