The Validity Of The Articles Of Association

Corporate autonomy is a way for enterprises to govern their companies in the market environment,and the best way to play this way is to make reasonable articles of association.The articles of association,as the embodiment of the internal organization and code of conduct,has a far-reaching impact on the long-term operation and development of the enterprise.However,in reality,most of the company operators and promoters still have insufficient understanding of the articles of association.The articles of association formulated by the company are still copied from the provisions of the company law,which does not reflect the characteristics of the company and is not operable.A reasonable articles of association is the driving force for the development of a company.If the content prescribed in the articles of association is too simplified and formatted,it will bring a lot of unnecessary disputes.Although the validity of the articles of association can be seen in the papers of some scholars in the legal field,most of them are discussed from a certain Angle or aspect of the articles of association,which is not comprehensive enough.Or even if the subject is the effectiveness of the company’s articles of association,but most of the time from the scope of the effectiveness of the company’s articles of association and other theoretical perspectives,and the company’s practice is not closely integrated.Based on the investigation of some cases,this paper USES real cases and relevant data to reveal the problems in reality,and fully explains the problems caused by the articles of association of the company in the process of its effectiveness to the company’s internal members and the third party who deals with it,as well as the current judicial situation,and finally comes to its own conclusions.This paper is divided into four parts.The first part is the empirical analysis of the effectiveness of the articles of association.Starting from the relevant data of the investigation,this paper objectively shows the distribution of the cases in which the supreme people’s court tried the articles of association of the company,and then leads to the following contents to be elaborated in detail: the effect of the articles of association of the company: internal effect and external effect.The second part,the nature of the articles of association.Before elaborating the internal and external effects of the company,the premise of the theory of the articles of association should be solved: the nature of the articles of association.For the nature of the company’s articles of association,various experts have expressed their views,but there is no unified view in the academic community,and defining the nature of the company’s articles of association is helpful to better study the issues raised in this paper.Therefore,after analyzing relevant viewpoints in the academic circle,the author puts forward his own opinion: the author should not analyze the nature of the company’s articles of association from a single perspective,but should consider from two dimensions,including not only the characteristics of the autonomy law,but also the due meaning of the contract law.The third part,the internal effectiveness of the articles of association.First,it discusses which internal members the articles of association are effective for,and explains the power sources which are effective for the company,the shareholders and the management personnel.Secondly,based on the data collected above,the author summarizes several types of disputes caused by the internal clauses of the articles of association.Finally,pointed out that although the academic circles to the company’s articles of association has the effect of the internal point of view without controversy,but as a result of practice has no specific and operable legal norms and so on a variety of reasons,the judge for the company’s articles of association in the trade-off between a variety of interests and measure to make some of the rules,no unified the referee pointed to,easy to form the legal application of chaos.The fourth part,the external effect of the articles of association.The source of the power that the articles of association have binding force on the external third party is the basis to demonstrate the external effect of the articles of association.According to the two issues mentioned in article 6 and article 17 of the summary of civil and commercial judicial work of national courts(hereinafter referred to as "summary of nine people")--whether the shareholder’s capital contribution can be accelerated to maturity and the company exceeds its authority to provide guarantee for others,the types of external effect of the articles of association can be analyzed in detail.At the end of the article,the author puts forward his own views: for the first problem,this paper believes that it is impossible to break through the accelerated expiration of shareholders’ capital contribution in the context of the enterprise bankruptcy law,and advocates to maintain the space of the company’s autonomy.At the same time,it also believes that market subjects have the need to review the contents of the other party’s articles of association before conducting transactions.For your second question,this article agree with the referee pointed to "nine people notes,think influence company guaranty contract effectiveness factors are mainly decided whether the third person of goodwill,and will review the shareholders’ committee,the board of directors as determined whether the third person of goodwill the source and foundation,it is also has affirmed the company’s articles of association of the external binding.