A Study On The Effectiveness Of The Shareholders'Rights Restriction Clause In The Articles Of Association

As a normative document reflecting the nature of corporate autonomy,the articles of association play an important role in corporate governance.The current Company Law of the People's Republic of China(hereinafter referred to as the "Company Law")not only implements the spirit of commercial liberalism,but also endows commercial subjects with the right to independently formulate articles of association and choose to apply the rules of the company law.However,the Company Law does not clarify the limitation of shareholders' rights in making articles of association,which leads to the lack of clear criteria of logical limitation in judging the validity of articles of association concerning the limitation of shareholders' rights.In addition,scholars have different views on the nature of articles of association and the classification of shareholders' rights,which leads to disputes over the limitation of shareholders' rights by articles of association.From the perspective of contract theory,it is unbalanced to distinguish the original articles of association from the amended articles of association,or to define the validity of the articles of association which restrict the rights of shareholders according to the criteria of agreement or not,whether to obtain the consent of the shareholders whose rights are restricted,or to divide the types of shareholders' rights according to a certain criterion.When discussing the limitation of shareholder's rights by the articles of association,we should not simply distinguish the nature of the articles of association from the perspective of the definition of the so-called nature of shareholder's rights.We should take the idea of corporate autonomy and the spirit of commercial liberalism as the core,comprehensively analyze the nature of the articles of association and the nature of shareholders' rights,and consider the particularity of capital majority in corporate organizations,so as to convey the prudent thought of judicial intervention.When dealing with disputes concerning companies,the judiciary should adhere to the principle of "corporate governance is the main factor,judicial intervention is the supplement",fully respect the contents of the articles of association,grant the company the right to be the "owner" of such group organizations.In the absence of substantial evidence to prove that the formulation of the articles of association restricting shareholders' rights is that individual shareholders abuse their rights,squeeze small and medium-sized shareholders,damage the public interest or inconsistent with the legislative ideas of the Company Law,the validity of the articles of association should be recognized,and the improper intervention of judicial power and arbitrary lawsuits of shareholders should be prevented.At the same time,the overall interests of the company and the major expectations of shareholders are taken as the judicial determination principle of the articles of association restricting shareholders' rights.The article is divided into the following parts.The first part is the introduction,which briefly analyses the research background,different theories at home and abroad,the significance of the research and the research methods and ideas,and puts forward the shortcomings of the existing theoretical analysis.The second part is the interpretation of the restriction of shareholders' rights by the articles of association.It mainly analyses and summarizes the attributes of the articles of association and the rights of shareholders.The formulation of the articles of association is formulated as an organizational contractual act involving all members of the company.At the same time,the rights of shareholders are regarded as a special kind of membership rights.Finally,the conflict of rights hidden behind the restriction of rights is revealed.The third part is the feasibility analysis of the limitation of shareholder's rights by the articles of association.As the core part of the article,the theoretical basis of the limitation of shareholder's rights by the articles of association is discussed from the perspective of corporate autonomy,corporate law and commercial practice,and the legitimacy of the limitation of shareholder's rights by the articles of association is sought for export.Then it analyses the scope of shareholders' rights restricted by the articles of association,and concludes that the simple typification standard can not solve specific problems.Then it makes a concrete analysis of the different rights of shareholders.By studying the restriction rules of specific rights,such as the right of inheritance,the right to distribute profits,the right to vote,the right to transfer shares,and the right to know,the concept of limiting shareholders' rights in the articles of association is conveyed.Corporate autonomy emphasizes equality of opportunity.We should not restrict corporate governance by unreasonable substantive equality.We have made it clear that the rights of shareholders can generally be limited,but the specific rights may have different bottom lines and applicable standards.For example,the bottom line of a right restriction is to acquire its equity at a reasonable price and provide exit relief for relevant shareholders.The fourth part summarizes the principles of judicial determination of the validity of the articles of association restricting shareholders' rights from the judicial point of view,the company's point of view and the shareholders' point of view,and conveys the basic attitude of resolving such company disputes.The fifth part is the conclusion,which summarizes the article.