Research On Validity Of Company's Legal Representative's Unauthorized Guarantee

Based on the judicial practice,this paper determines the validity of the company's ultra vires guarantee.Corporate guarantee has always been a hot topic,on the one hand,corporate guarantee is a large number of phenomena in the modern economy,in line with the objective needs of the development of market economy;On the other hand,as the realization of the company guarantee will harm the interests of the company and its shareholders,the treatment of the ultra vires guarantee behavior of the company must take full account of the balance of the interests of all aspects.It can not damage the transaction security of the relative person because of emphasizing the protection of the company's interests,nor can it only consider the transaction safety and cause excessive damage to the property of the company.In view of this,the current administration of justice A lot of different opinions have been put forward,but the complexity of the problem has not yet formed a general theory.Based on the existing theory of judicial precedent level,this paper finds that there are some deficiencies in the existing interpretation path,so it puts forward some opinions on how to solve the problem of company's ultra vires guarantee.Hope to provide some inspiration for the company representative to deal with the problem of ultra vires guarantee.The core point of this paper is that,due to the limitation of the business scope ofthe Company(the cause of the purpose),the legal representative does not,of course,enjoy the right to go beyond the business scope,and the provisions of the Company Law> Article 16 are not only the authorization of the specific content of the form of the guarantee of the company,It is also the provision of the way to grant the representation of foreign security matters to the company,so it has both the authority and the mandatory nature,not only the respect of the meaning of the company but also the protection of the security of the transaction.When a company needs to make an external guarantee,first,the institution stipulated by the Articles of Association shall form the guarantee meaning in the form of a resolution,and then the resolution also means that the representative of the company The granting of representation shall be limited to resolutions of shareholders' meetings,shareholders' meetings or boards of directors.An ultra vires guarantee is established in the absence of a special grant of representation in respect of security matters,and the act of external guarantee by the legal representative shall establish an ultra vires guarantee.Its effect shall be similar to the application of the provisions of civil agency.This article mainly consists of three parts,the preface,the text and the conclusion.In the introduction,the background of this article is simply combed.The main body mainly revolves around the central argument of this article,and divides into three chapters in detail to carry on the concrete explanation.The first chapter demonstrates the content of the act of ultra vires guarantee,the current legal provisions of the company guarantee,the viewpoint of judicial decision,and so on.The second chapter first analyzes the advantages and disadvantages of the current normative interpretation path and the representation interpretation path,and then puts forward the point of view of this paper,that is,to adjust the current representation interpretation path.Starting with the representation of the legal representative and the interpretation of Article 16 of the Company Law.The third chapter is on the basis of the second chapter of the content of further identification.There is no right to represent the effect of the act to be determined,but the state of the effect to be determined is only the intermediate state of the validity ofthe act,and the act shall not be valid if it is unable to obtain subsequent representation or to be recognized by the representative.However,according to the contract Law and the General principles of Civil Law,if the "relative person" does not know or should not know the fact of the legal representative's lack of representation,the representative shall be established,and the company to be represented shall bear the responsibility of guarantee.