Legal Issues Of The Validity Of The Articles Of Association

The articles of association are so important to the corporations. Not only are they one of the conditions necessary for establishing a corporation, but also they play a very important role in corporate governance. Firstly, they record in writing the corporation's name, business scope, organization, legal representative and other necessary matters which facilitate the supervision of organs of state power. Secondly, they clearly state the relationships between of shareholders, the shareholders and the corporations, the corporations and other related rights. Thirdly, they also specify the operating mode of the corporation's board of directors, supervisors and shareholders'meeting. Our Corporation Law newly revised in 2005 not only raises the legal status of the articles of association, but also expands the scope of their constraint objects. However, there are still many disputed theoretical issues in academic circles. The thesis takes the validity of the articles of association as the research object, and discusses the nature, the legal validity and validity defects of the articles of association. This thesis is divided into the following four chapters:Chapter 1: The Basic Theory of the Articles of Association. Firstly, we should make clear the basic meaning of the articles of association, for it is the premise to study the articles of association to the effectiveness of research based on the premise. In this chapter, three mainstream academic views on the definition of the meaning of the articles of association are summarized. Considering the relevant provisions of the law in our country, the thesis thinks it it's better to define the articles of association from the angle of essential justice. Secondly, introducing the role of the articles of association to make clearly the articles play an important role in the process of corporate governance and exert the effectiveness of the articles of association. Thirdly, the Nature of the Articles of Association. This thesis begins from the "Contract" of Anglo-American law system and "Self-regulation" of continental law system, analyzes their contents, strengths and deficiencies and finally states that "self- regulation" theory will become the general theory in the academic circles.Chapter 2: The Validity of the Articles of Association. This chapter is the core part the article. First, it lays the scope and the order of the validity of the articles of association by describing the difference and validity conflict between the articles of association and other normative documents. Second, combining corporation law theory and the specific legal provisions, it divides the validity of the articles of association into three parts, including time validity, internal validity and external validity. Among them, external validity is key content. As for the internal validity, it will introduce the case "Battle for Control of GOME" to illustrate how the articles of association play a role in balancing large shareholders and management.Chapter 3: The Validity Defects and Relief of the Articles of Association. The articles of association may exist validity defects even if they have been registered by the administration department. As an integral part of the study of validity, this part will focus on the analysis of the causes, consequences and remedies of validity defects.Chapter 4: The Improvement Proposal on the Articles of Association System in Our Country. As the summary of the whole thesis, this part will summarize all the contents of the article, combining all the references read. The aim is to reflect the function and role of the articles of association, to make the articles of association in paper to play a practical role.