Research On The Legal Effect Of The Company's Overstepping Guarantee

There is a long-standing dispute about the guarantee effect of the company's overstepping its authority.and there are also a lot of researches on the effectiveness of the company's overstepping guarantee both in theory and in practice.But how to judge the effectiveness of the company's overstepping guarantee is still lack of final conclusion.Under the background of the booming commercial transactions in China,it is of great significance to maintain the security and order of market transactions to deal with the effectiveness of the company's overstepping guarantee.Following the idea of "locating dispute-resolving dispute-putting forward the path",this paper makes an in-depth analysis of the problem of the company's overstepping guarantee,and makes a specific analysis of the different forms of the company's overstepping guarantee in practice,and puts forward the corresponding identification ideas.This paper mainly includes the following four parts:The first part mainly clarifies the relevant concepts and forms of the company's overstepping guarantee.The guarantee beyond the authority of the company refers to the act that the company provides guarantee for the debts of others in the name of the company in violation of laws or the provisions of the articles of association without the authorization of the voting institution of the company or beyond the authorization.In practice,it mainly shows the defects of the main body of the resolution,the content of the resolution exceeding the authority or violating the relevant contents of the articles of association.The second part mainly studies the controversial points in practice and theory about the company's overstepping guarantee.The dispute points of the theoretical and practical circles on the issue of the company's overstepping guarantee mainly focus on the effectiveness of the company's overstepping guarantee.A lot of disputes revolve around the normative attribute of article 16 of the company law,whether the relative party of the contract has the examination obligation,the judgment basis and the judgment path selection of the company's security beyond its authority.In the third part,aiming at the specific disputes in the theory and practice,it puts forward the way of determining the validity of the company's guarantee beyond its authority.In order to solve the problem of determining the effectiveness of the company's security beyond its authority,it is very necessary to define article 16 of the company law as a mandatory provision in private law and to jump out of the old thinking of determining the effectiveness of contracts based on the nature of the law.According to different company classification,the relative party is required to undertake different examination obligations and the subjective state of the relative party is combined to further analyze the effectiveness of the company's extra-judicial guarantee.Meanwhile,the protection of the benefits of each party concerned should be balanced.It is of great significance to deconstruct and analyze the company guarantee problem by following the above path and combining with the actual situation to clarify the effectiveness of the company guarantee beyond its authority.The fourth part classifies and discusses the effectiveness of the company's warranty under the premise that the path of determining the validity of the company's warranty is clear.According to the specific situation of the company's over-power guarantee,the company's nature,the subject of the guarantee,the subjective state of the relative person and other factors should be considered comprehensively,and the problem should be analyzed and discussed in the whole civil and commercial law system.The typecking analysis of this part mainly includes the analysis and determination of the guarantee effectiveness under six situations,such as the guarantee provided by the non-regulation of the articles of association,the guarantee provided by the non-regulation of the articles of association,the guarantee that the amount of guarantee exceeds the limit stipulated in the articles of association,and the guarantee that the legal representative exceeds his right.