Research On The Validity Of The Company’s Ultra Vires Guarantee Contract And The Rights And Responsibilities Of The Parties

Companies often need to provide external guarantees for the operation and development of their own businesses.In the operation of the company’s legal system in China,regarding the effectiveness of the company’s ultra vires guarantee and the responsibilities of the parties,there are serious differences in academic theory and judicial practice.Since the company guarantee involves Article 16 of the Company Law was issued,the discussion mainly focused on determining the nature of the clause.Different comprehension and application of the nature of the regulation will have different effects on the validity of the ultra vires guarantee contract.Take the case of "C Bank v.M Technology Company and T Investment Company Guarantee Contract Dispute" as an example.Focusing on the focus of the dispute,this article analyzes the effectiveness of the ultra vires guarantee contract and the allocation of rights and responsibilities between the parties to the ultra vires guarantee.In the part one,the focuses of the case dispute are whether the behavior of Cao’s affixing company seal has binding force on the company;Whether the illegal guarantee behavior within the company is effective to the creditor;Whether these two guarantee companies bear joint and several guarantee liability.Combining company guarantee theory,laws and regulations,and guarantee cases to evaluate and analyze the legal viewpoints of this case,Article 16 of the "Company Law" restricts the agency authority of legal representatives and other duty agents.When creditors are not in good faith,so violation of Article 16 of company law constitutes ultra vires representative.It’s under this judge path,based on the theory of externalism,after analyzing the examination obligation of the counterpart of the transaction,I think the formal examination duty of prudence is imposed on the counterpart,it not only helps to save the transaction cost,but also plays a certain degree of external supervision role.In the last part,thinking about the burden of proof and the allocation of powers and responsibilities of the parties after the company’s ultra vires guarantee contract is invalid.From the perspective of corporate governance to put forward suggestions on the implementation of the ultimate liability of unauthorized agents.