On The Determination Of The Validity Of The Articles Of The Company's Articles Of Association

The company's articles of incorporation are the company's highest internal code of conduct.Adjusting the company's internal governance,organizational structure,business operations,and other stages have important and significant meanings that are consistent throughout the company's development.It is the necessary foundation for the legal and effective establishment of the company.It is also essential for the company's normal operation.It carries the purpose and purpose of the existence of the company and is also the outline for establishing the company's four pillars and eight pillars.Therefore,the company's articles of incorporation are like a constitution to a country.First of all,this article takes the company's articles of association as the research starting point,after sorting out the relationship between the company's articles of association,company law,and company autonomy,it summarizes the general laws: The modernization of company law promotes the deepening of the company's autonomy,and increases the self-agreement of the company's charter.The scope of matters has strengthened the quasi-legal status of the company's articles of association as a "source of adjudication," which has led to the attention of various stakeholders on the validity of articles of association.The dispute on the validity of articles of association has gradually become an issue that deserves more and more attention..Secondly,through the analysis of the articles of the articles of association,on the basis of induction and summary,they are divided into three categories: contractual rules,autonomous rules,and rules that require specific analysis.Through classification,it seeks to break the understanding of the "general reunification" of the company's articles of association and finely identify its effectiveness.Based on the accurate identification of the articles of association,the determination of its effectiveness is specifically divided into two levels.The first level is the level determined according to legal norms.The main manifestation is that,according to the arbitrariness and obligatory distinction of the articles of the company law,the articles of the articles of association that violate the mandatory provisions of the law(the mandatory provisions of validity)shall be null and void regardless of the contractual articles of association or the contract articles of the contract;The articles of the articles of association that violate the arbitrary norms of company law are not completely valid,but must be specifically determined in conjunction with the purpose and purpose of the legislation.The second level is to comprehensively grasp the validity of the terms based on the nature of the company and the basic principles of company law.For example,the principle of free transfer of stock rights,the principle of corporate maintenance,the principle of corporate humanity and equity,and the principle of equality of shareholders.These principles have an important guiding role in judging the effectiveness of the more vague articles of association.The articles prohibiting the transfer of shares,as stipulated in the articles of association,are ineffective because they violate the property that the ownership of the shares is freely transferable.Again,combining the above-mentioned overall understanding of the validity of the articles of association,proposals are made for practical disputes regarding the provisions of the articles of association,which mainly include four aspects.The first is to further strengthen the status of the articles of incorporation in the general part of the “Company Law” so as to Stakeholders attach importance to the company's charter;second,the introduction of the company's charter notarization system provides guarantees for the validity of the company's articles of association,and advances the prevention of clauses in disputes;and thirdly,it strengthens the supervision of market regulators,industry authorities,and industry associations on the company's charter.The supply of templates and typical terms will improve the quality of the constitution from the supply side;the fourth is to carefully respect the discretion of judges when exhausting existing channels.In short,in light of the new issues and new issues that arise in the practice of company law,there are still deficiencies in the research,legislation,and practice of the company's articles of association.In practice,the understanding of the validity of the Articles of Association of the company is not deep enough,and even more so.In order to put aside the fact that the company's laws have given the autonomy of the company,the company's laws have not been fully utilized.This article through the study of articles of the articles of association,intends to deepen the understanding of the company's articles of association,and on the basis of the analysis of the issues,put forward relevant recommendations to promote the Chinese company can more legally efficient,flexible and convenient use of the company's articles of association system,the effective use of the company's articles of association The role of improving corporate governance.