Research On Ultra Vires Guarantee Of Company Legal Representative From The Perspective Of Civil Code

As an important commercial entity,the company has an irreplaceable position in modern economic life.Due to the legal person attribute of the company itself,its intention expression needs to be made by a natural person,and its behavior must be carried out with the help of a specific natural person,but the ultimate legal effect must be borne by the company legal person.Therefore,it is easy for individual staff members to disregard the company’s overall interests in order to satisfy their own interests in the company’s business activities.As a commercial activity,the guarantee system not only has a long history,but is also inseparable from the country’s market economy and trade between enterprises.When the company and the guarantee are combined,on the one hand,it adds benefits to commercial activities and seeks more trading opportunities for itself,on the other hand,it also causes the company to be dragged into the quagmire of the guarantee,causing losses to the company’s interests and shareholders’ rights.China has adopted a ban on it for more than ten years after the promulgation of the Company Law in 1993 because of the disadvantages of company guarantees.Company guarantees were not re-incorporated into the scope of legal adjustments until the large-scale revision of the Company Law in 2005.At the same time,the company’s legal representative’s ultra vires guarantees also came to people’ s attention.It is undeniable that Article 16 of the Company Law has a positive significance in regulating company guarantees,but there are so many controversies surrounding it that cannot be related to other legal issues.Firstly,the ambiguity of the normative nature of Article 16 of the Company Law has caused the dichotomy of the identification of legal nature norms to have a mutual influence on Whether this article is an effective mandatory provision or a managerial mandatory provision for more than ten years.Secondly,the limitation of statutory authority links Article 16 of the Company Law with Article 50 of the Contract Law,which also means that the standard of judging the good faith of the counterparty of the guarantee contract is introduced into the inherently complicated legal representative’s ultra vires guarantee,which further deepens the difficulty of the problem.Finally,the contradictory and inconsistent provisions between the General Principles of Civil Law,Guarantee Law,Company Law,Contract Law,General Principles of Civil Law and various judicial interpretations have also made the legal representative’s ultra vires guarantee even more confusing.Various factors superimposed on each other,giving birth to a variety of judicial judgments.In view of this,the Supreme People’s Court organized a civil and commercial trial work conference in 2019 and established a unified official position on this issue in the form of meeting minutes.With the promulgation of China’s Civil Code,the original contract law,guarantee law and other laws have fulfilled their historical missions.The civil code that has been systematically codified is not just a simple collection and inheritance of previous laws,but a guarantee book of civil law with scientific style,rigorous structure,reasonable norms,and complete contents.Taking the implementation of the Civil Code as an opportunity to re-examine the issue of the guarantee of the company’s legal representative’s ultra vires,it is of positive significance to straighten out the relationship between the company law and the civil code and to do a good job in the connection between the company law and the civil code.