Autonomy Of Corporate Articles Of Association Of China’s Limited Liability Companies Under Compulsoriness Of The Company Law

Articles of association plays an important role in operation and management of companies.As a prerequisite for foundation of an enterprise,articles of association is equally important to the enterprise as laws and administrative regulations.In the modern society,companies are major subjects of the market,which play an important role in economic activities.Autonomy of corporate articles of association can provide an important guarantee to stimulate vigor of modern enterprises.Emphasizing the liberalism spirit of autonomy,it excludes improper interference of others,including public powers.Under the prerequisite of adhering to laws and regulations,articles of association can formulate activity standards suitable to their development.Autonomy of corporate articles of association should not be arbitrary.In order to achieve the optimal effects,articles of association should be designed under the peremptory norms of the company law.The important value of peremptory norms should not be ignored for peremptory norms can help maintain the order of market transactions,supervise and manage corporate operation activities.However,differences of their governance approaches and means will inevitably cause conflicts in practices,which will not benefit development of companies.On that basis,this paper studies autonomy of corporate articles of association in Chinese limited liability companies under peremptory norms of the company law.The key conflicts between the two are found out.Finally,constructive suggestions are promoted to coordinate the relationship between autonomy of corporate articles of association and peremptory norms of the company law.These constructive suggestions can offer institutional guarantee for companies’ competition on the market as main players of the market-oriented economy.This paper mainly consists of the following five sections.Section 1 starts with introduction of the research background and significant.The research status of the issue both at home and abroad is reviewed.This section mainly aims at learning the research history and latest research findings of autonomy of corporate articles of association and peremptory norm of the company law.Section 2 deeply investigates basic theories concerning limited liability companies,connotation of autonomy of corporate articles of association,and main regulations of the Company Law of the People’s Republic of China on autonomy of corporate articles of association of limited liability companies.Meanwhile,relevant regulations in Germany,Japanand America are comparatively studied to lay a solid foundation for the follow-up research.Section 3 focuses on examining the reflection and administrative scope of peremptory norms of the Company Law of the People’s Republic of China as well as its relationship with the autonomy of corporate liabilities of association.Section 4 analyzes the key conflicts and disputes between autonomy of corporate articles of association in limited liability companies and peremptory norms of the Company Law of the People’s Republic of China.The essence of the conflicts between the two is pointed out.It is summarized that the main cause of the conflicts is improper peremptory norms of the Company Law of the People’s Republic of China,which restricts the system application scope of autonomy of corporate articles of association,and improper expansion of the application scope of autonomy of corporate articles of association.Based on the above analysis and research,Section 5 proposes implementable suggestions for coordination of the conflicts between the two.To be specific,the development between autonomy of corporate articles of association and peremptory norms of the company law should be coordinated.Second,the regulations of the peremptory norms should be improved.Third,the scope of autonomy of corporate articles of association should be reasonably defined.