Research On Autonomous Legislation Of Company's Articles Of Association

The "Company Law" amended in 2005 gave the company more general autonomy in its articles of association.The concept of autonomy in the company’s articles of association has attracted much attention.Based on the concept of protecting the rights and interests of minority shareholders,the 2005 Company Law provides space for the autonomy of the company’s charter in joint stock limited company in terms of accumulative voting system,profit distribution and so on.In practice,the formal issues in the articles of association of joint stock limited company is serious,and these systems did not achieve the purpose of protecting the rights and interests of minority shareholders.On the contrary,the charter is the main form of corporate autonomy.The controlling shareholder or the actual controller of the company used various forms to infringe the rights and interests of minority shareholders through the autonomy of company charter.For example,the company’s articles of association abandon the application of the cumulative voting system,formulate a profit distribution plan that does not limit the withdrawal of optional accumulation fund,and so on.The minority shareholders play an important role in the optimal allocation of capital and sustainable and stable development of the company.Therefore,it is necessary to regard the rights and interests of minority shareholders as an important principle of the autonomy of company charter legislation in joint stock limited company,and re-examine the issue of the autonomy of company charter legislation in joint stock limited company.The space of the company’s charter autonomy is determined by the company law.Therefore,from the relationship between the company law and the company’s articles of association,based on the principle of protecting the rights and interests of minority shareholders,this article discusses the autonomy of company charter legislation in joint stock limited company.The specific systems for the autonomy of company charter in joint stock limited company mainly include the four aspects of profit distribution,cumulative voting system,shareholders’ right to know,and restrictions on transfer of shares.First of all,this article starts with the basic theories of the autonomy of company charter legislation in joint stock limited company and the protection on the rights and interests of minority shareholders,explains the meaning and content of the autonomy of company charter,analyzes the relationship between the company law and the company’s articles of association,and explores why the protection of the rights and interests of minority shareholders is an important principle of the autonomy of company charter legislation in joint stock limited company.Secondly,from the four aspects of profit distribution,cumulative voting system,shareholders’ right to know,and restrictions on transfer of shares,the article discusses the issues existing in the specific system of the autonomy of company charter in joint stock limited company.It mainly includes:The autonomy of company charter in joint stock limited company on profit distribution is formal;The applicability of the accumulative voting system in the articles of association of joint stock limited company is not strong;the scope of the shareholders’ right to know is limited;and there is a problem of validity exists in the clause about restrictions on the transfer of shares.Then,the company law of Japan and the United States is taken as the object of investigation outside the country.The article analyzes how the company laws of the two countries protect the rights and interests of minority shareholders in the autonomy of company charter legislation in joint stock limited company.For example,It is worthwhlie to learn Japan’s mid-term dividend distribution,the applicable mode of the cumulative voting system,and the US’s mandatory dividend distribution.Finally,from the relationship between the company law and the company’s articles of association,in order to protect the rights and interests of minority shareholders,it puts forward proposals for improving the autonomy of company charter legislation in Chinese joint stock limited company.It specifically includes the formulation of legal provisions that allows the autonomy of company charter to refine the company’s profit distribution,and eliminate the application to cumulative voting system,improve shareholders’ right to know,and restrict transfer of shares in unlisted joint stock limited companies.