Analysis On The Effectiveness Of Company Ultra Vires Guarantee

On the basis of the research on the validity of corporate ultra vires security in recent years,this paper makes a detailed analysis of the current situation of corporate ultra vires security in academic and practical circles.Summarize and sort out the research paths and viewpoints.On this basis,it mainly applies the principle of distinction and the theory of corporate intention expression.This paper makes a detailed analysis of the effectiveness of the company's ultra vires security act.Furthermore,the relationship between internal and external related acts of civil and commercial organizations and its impact on the effectiveness of the acts are explored preliminarily.According to the theory of corporate intention expression and the principle of distinction,the act of corporate guarantee can be divided into the formation of the intention of corporate guarantee and the expression of the intention of corporate guarantee.The expression of the company's guarantee intention belongs to the external legal act of the company.The external expression of the company's guaranty intention is the carrier and necessary requirement for the realization of the company's guaranty intention.The separation between the formation of corporate guarantee intention and the expression of corporate guarantee intention is rooted in the separation of corporate power organ(party organ)and representative organ.The company's willingness comes from the support of the legal entity theory.When the guaranty intention formed within the company is inconsistent with the guaranty intention executed outside the company,the validity of the two should be certified separately.Is the guaranty intention formed within the company valid? It should be determined from the viewpoint of intentionalism and in accordance with the internal articles of association and organizational procedures of the company.Emphasis is laid on protecting the authenticity of the company's meaning and the free expression of its will.The validity of the guaranty intention expressed by the company to the outside world,it should be recognized on the basis of externalism and relative subjective state.When the relative person is in good faith,the expression of intent of the company's guarantee act is effective.When the relative man-made malice,the expressive effect of the company's guarantee intention is undetermined or invalid.When the company's interests and shareholders' interests are impaired by the effectiveness of external actions,the responsibility of the relevant subjects shall be investigated in accordance with the internal regulations.Other civil and commercial subjects and organizations,when conducting activities in the field of private law,when there are inconsistencies between internal and external actions,it can be dealt with by referring to the relationship between internal and external behavior of the company.The main contribution of this article is to summarize and sort out the academic viewpoints on the effectiveness of corporate guarantee in recent years.On the basis of applying the principle of distinction and the theory of expression of company's will to analyze the company's ultra vires security act,discussing the principles and ways of dealing with the inconsistencies of internal and external acts in the activities of civil and commercial subjects and organizations in the field of private law.The concepts of internal and external related behaviors are proposed.