Research On The Flaws In The Effectiveness Of The Company's Articles Of Association

The company’s articles of association is a normative document of internal and external company,which has a normative role for the organization structure and business activities of the company,as well as the role of the external party against the third party.The effectiveness of the articles of association maybe not fully played in practice.The main reasons are including the following aspects.Many company’s articles of association refer to the association template from the ministry of commerce.The articles of association is not according to the specific circumstances of the company.Many shareholders lack understanding of the importance of the company’s articles of association,and so on.The company’s articles of association on the effectiveness was flawed,thus not only damaged the lawful rights and interests of the shareholders of a company,a third person in good faith,and will produce adverse effect to the company’s operating.Because the company law of our country is too general for the regulation of the company’s articles of association,in practice,it is often difficult for the company to remedy the defects in its articles of association by legal means.Therefore,the author propose to do some research for the company’s articles of association of the legal relief system of reparability system and analyze the domestic company’s articles of association reparability existing problems on the basis of the relief system.Then the author puts forward about the countermeasures and suggestions of perfecting our country’s relevant legal system and construct a more scientific and reasonable theoretical system of the company’s articles of association.In order to work for the future,the company’s articles of association in our country in order to provide the beneficial reference for perfecting the flaws relief system,provide theoretical basis for practical work,and further improve the practical significance of the articles of association.The first part is the basic theory of the defects of the company’s Articles of association.The author thinks that the effect of the articles of association is mainly in the binding force of the company and its internal personnel,and against the external third person’s effectiveness two aspects.Secondly,the validity of the company’s Articles of association defects,according to the company at different stages of survival can be divided into substantial flaws and procedural flaws,according to the results can be divided into invalid and can be revoked two kinds.In the second part,the author analyzes the reasons of the defects of the company’s articles of association from two aspects.Then the author introduces two actual cases,with a more vividly show the company’s articles of association for defects caused by the legal consequences,and through the introduction of the harm of the reparability to the articles of association of the company,further discusses the necessity of relief.In the third part,the author analyzes the legal remedy for the defects of the company’s articles of association,and the different remedy ways for the defects of the company’s articles of association.In foreign countries,it is usually the combination of administrative relief and judicial relief.At home,the two methods of relief and private relief are a little thin in practice,and the most used is judicial relief.In the fourth part,the author discusses the domestic severability relief system on the articles of association legislation present situation and the flaw.For instance,the administrative responsibility is difficult to realize in practice,the provisions of the civil compensation liability are not clear,and the existing judicial remedy way cannot meet the actual demand.In the fifth part,the author puts forward some specific Suggestions on the remedy system for the defects of the articles of association.For instance,the company registration authority shall establish a comprehensive system of classification and examination of the articles of association.To improve the legal provisions on administrative liability in the company law.In the legal provisions,the specific implementation procedures for solving the defects of the company’s articles of association may explicitly adopt by means of private remedy and define clearly the applicable scope of invalid or revocable articles of association.