A Study On The Effectiveness Of The Company's Ultra Vires Guarantee Contract

With the confirmation of the company's guaranty ability by law,the phenomenon that the company participates in the guaranty as the guarantor is becoming more and more frequent.With its credit and property as guarantees,the company not only guarantees the transaction security,but also has an important impact on the company's interests.Because of the influence of the articles of association and the expression of the representative's intention,corporate ultra vires guarantee has become the main type of corporate guarantee in judicial practice.In addition,the content of our country's legal norms on corporate guarantee is not clear,and the judgment of the validity of the contract of corporate ultra vires security has been puzzled.This paper attempts to clarify the basic characteristics and classification sources of the company's ultra vires security from the basic theory of the company's ultra vires security.From the perspective of judicial case studies,this paper summarizes the dilemma of judging the validity of the company's ultra vires security contract in China.Based on the analysis of various influencing factors,it further explores the effectiveness of the company's ultra vires security contract by using typological research methods.The text is divided into four parts,the main contents are as follows:The first part: the basic theory of the validity of the company's ultra vires guarantee contract.The main content of this part is the classification of ultra vires acts and the basic characteristics of the company's ultra vires security.Starting from the historical development track of ultra vires,the ultra vires acts of common law countries focus on the ultra vires acts beyond the purpose,while those of civil law countries refer more to the ultra vires acts of corporate representatives.Combining with the basic legal elements of ultra vires act itself: subject,object and expression of will,the basic classification of ultra vires act is summarized as a whole: ultra vires act beyond purpose,ultra vires act on behalf,and ultra vires act outside law.It further demonstrates the three relationships in theory: the priority of application of extra-legal ultra vires,extra-objective ultra vires and extra-legal ultra vires are both related and different.On this basis,we return to the research object of this paper-Corporate ultra vires security,and summarize three characteristics: internal and external differences,diverse forms of expression,vague definition of effectiveness.The second part: the judicial practice of the validity of the company's ultra vires guarantee contract.Through the integration of the judgment reason and the judgment type data,this paper summarizes the influencing factors of the validity of the company's ultra vires guarantee contract and the judgment results.Through a typical case study of the promulgation of the Supreme Law,this paper explores the current judicial practice in China on the way of judging the validity of ultra vires contracts,and the reason for judging is the concentrated reflection of judicial dilemma.Through empirical analysis,this paper summarizes the main problems of the validity of the ultra vires guarantee contract of a company: the nature of Article 16 of the company law is controversial,the value orientation of judgment is not uniform,the standard of relative person's duty of care can not be established,the particularity of the judgment of the effectiveness of the ultra vires guarantee contract of a one-person company and a listed company,and the various judgment paths and reasons.The third part: Analysis of the factors to judge the validity of the company's ultra vires guarantee contract.The controversial theories of mandatory norms of management,mandatory norms of validity and differential treatment in Article 16 of the Company Law have important influence on the judgment of cases.By using the theory of balance of interests,the interests of both parties in the ultra vires security contract should be considered comprehensively.It is necessary to consider the protection of the interests of small and medium-sized investors in the company as well as the protection of the good faith interests of bona fide counterparts.On one side of the company,it mainly introduces the validity of the articles of association in corporate guarantee.For the relative person,the duty of care is introduced to judge,focusing on four issues: whether to quote the duty of care,the specific connotation of the duty of care,the type of the duty of care,and the specific scope and standard.Finally,we get a general judgment model of the validity of the company's ultra vires security contract.The fourth part is the special manifestation of the validity of the company's ultra vires guarantee contract.The purpose of this paper is to make a typological study of the validity of the company's ultra vires security contract.In the part of basic theory,the ultra vires beyond purpose,representative,law,and the ultra vires security in the form of one-person company and listed company summarized in the chapter of judicial empirical analysis are all classified manifestations.Extra-legal ultra vires violate the mandatory provisions of public law and are invalid,so it mainly elaborates on other types.Because the superordinate concept of the company's ultra vires security is mainly the company representative's ultra vires,the article mainly classifies and describes it from the angle of the representative's ultra vires.Delegates' ultra vires are mainly embodied in: ultra vires beyond statutory authority,ultra vires beyond articles of association,and ultra vires beyond company resolutions.