On The Effect Of The Company's Legal Representative's Ultra Vires External Guarantee

With the development of the company,the position of the company's legal representative is particularly prominent,and the scope of power is gradually expanded,so that the company has a place in the operation and management of the whole company.For a long time,the behavior of overstepping the authority guarantee happens frequently in reality.Because the current relevant laws and regulations do not have clear provisions,it is impossible to prove the invalidity of the act violating the guarantee in this article,which makes it more difficult for the judge to judge such cases,and the dispute over its effectiveness often leads to the difference in the judgment made in practice.In this paper,with the related provisions of company law as the breakthrough point,through the analysis of the content can be launched,in practice,its content tend to belong to administrative enforcement said more persuasive,namely mainly to procedural limitations on the company's internal behavior,but want to better solve the problem of excessive effect this,must be combined with other related law analysis.By combining the relevant contents of the general provisions of the civil law with the relevant provisions of the contract law,this paper points out a new reference way to evaluate and analyze the way of external guarantee of the legal representative's exceeding his/her power,that is,the determination of the counterpart's "good faith" and its obligation of examination as the key object of investigation.On the basis of the principle of "good faith and effectiveness",this paper makes an analysis on the effectiveness of the guarantee act of exceeding authority by virtue of the subjective will of the other party.Therefore,to solve such cases,it is undoubtedly the key to determine whether there is subjective good faith of the other party.But for the other party in good faith that there is nounified objective standard to execute the scenario,we should be recognized for the effective guarantee behavior of unauthorized problem to do a long-term consideration,namely the need to establish and perfect the relevant laws and regulations,and the company should perfect the relevant decision content,proposed to the guaranteed amount for a security company decision-making procedures,as necessary for the company's articles of association must be specified,such as the internal management system of systematic,perfect the obligation of the other party to review the specific content,give full play to the role of the internal and external supervision,thus reducing excessive guarantee behaviors of probability.Under the guarantee of normal economic development,the key point is to protect the security of transactions,and to standardize the channels for analyzing the authority of each subject,so as to better protect the interests of multiple parties.