| The company is self-running enterprises, companies rely on the Constitution to achieve autonomy and the constitution is the public legal documents of the organization, operation and dissolution the name of the company, shareholders and directors, and organizations such as the rights and obligations to make clear and sure, it is one of the most important legal documents in the company. Therefor it is one tool for the company's internal management, is a legal basis for relations between the company and its shareholders, directors, and the basis for the solution of disputes. On the other hand, the Constitution is the lawful essential elements of behavior of the establishment of the company, and is one of the ways to achieve the management of the company. In addition, the commercial company must plunge into a market economy in order to achieve a profit, is followed by a wide range of legal relations with other entities. Then the constitution is the credibility of evidence, for this other companies may invest or engage economic exchanges. This shows that the constitution is rather important to guide the affairs of the company.Because of the recognition of the importantance in the legal practice, many countries in the world will have the relevant issues into the Company Law, it constitutes an important component of the Company Law. The content and nature of the constitution itself has been not only its own set of problems, but also it involves the relation between the Company Law and the constitution, the constitution and the company autonomy, even related to the performance of the Company Law of the legal requirements and the ideas autonomy. A series of problems within the legal system of the company should be based on the study of the constitution, for example, the external validity of the constitution. Therefore, in order to perfect the legal system, they should have a unified understanding of the constitution. This paper is divided into four chapters:Chapter I: the descriptions of the constitution. The Articles of Association of lumps in the definition of many scholars of the constitution, the constitution will be defined as : the necessary legal documents of early sponsors or the drafting of a shareholders agreement, or by a majority of all shareholders of the company in nature, purpose, business scope, organizations, activities, rights and obligations of the matter distribution company records, in fact, are the basic rules of conduct that the shareholders the internal organization and its members, the internal organization and functioning of the company employees in a company must comply with. From the form the basic legal document for the record companies.The writer of this article concludes the features of the constitution as following : statutory law, autonomy, openness and authenticity. T hen put forward the legal significance of the following including five aspects : 1. the constitution is one of the elements of the establishment of the company; 2. the constitution is to prove the credibility of external credibility; 3. the constitution is based on internal company standards; 4. the constitution is an effective way to inadequate legislation; 5. the constitution is an important means of the management company.Chapter II: the nature of the constitutionThe general theory of the nature of the constitution, for the nature of the constitution, scholars have not draw to any conclusion. Representative arguments include the lease, the Charter and the self-running law. Contract for the Anglo-American legal system that most scholars have advocated. They think that the document of the company charter is established on the basis of equal consultation about the rights and obligations between the shareholders, is a manifestation of the free will of shareholders. Charter said that the constitution is a legal document of the nature of the articles of the Charter. Because the charter is that company shareholders and the company is engaged in commercial activities in the program, which provides the basic operating rules of the company. provides for the relevant rights and obligations, so the constitution is the company's Constitution. Autonomy is advocated by Japanese and part of the civil law scholars. The constitution is peremptory norms made by the country under the guidance of the "Autonomy." After commenting on the advantages and disadvantages of the contract and the Charter, I think the nature of the constitution adopts autonomy is better. Meanwhile Chinese new company law's rules about it, even verify the author's viewpoint. Of course, the nature of the constitution is not static, the above analysis is based on the above materials. But with the further economic and social development of the format and content of the constitution will change.Chapter III the effect of the company constitutionThe constitution's effect on the time, the effect of the company constitution in the "Company Law" in effect, given its significance to its administrative review and external effect, is not necessarily representative of the start of its role. In fact, prior to the entry into force, the Constitution had played a role. The formulation of the constitution is a complex act, constituted a number of steps. Completed every act, there will be binding on the parties concerned. Canceling the company registration date shall be the date of the failure of the constitution. During the company liquidation phase, the failure of certain provisions of the constitution, the effect of the constitution weakens. But not failures in the company's charter.About the range of the effect on the company's constitution, the constitution is the basic rules on the company's organizational structure, Internal relations and carrying out business activities in accordance. Established companies must make the constitution according to the law, the cnstitution is not only indispensable to the company established in the charter, but also played a very important role in the dissolution of the company. The owners of the company -- the shareholders -- the company's directors and managers and the company's senior management -- the board of supervisors must strictly abide by the constitution.and exercise their functions in accordance with the provisions of the constitution.On how to confirme the effectiveness of the company constitution, the constitution, as an important system of the Company Law, The standards of the effectiveness should be identified on Company Law. Company Law as a model contract language, free will decides the racting parties who refuse to apply the change. its function is only to supple or explain the meaning of the parties, the Company Law should be arbitrary nature. In details : 1. Contrary to the provisions of the Company Law mandatory rules are uneffective. 2. Of course, the rights of the constitution rules enable effective; 3. suppletory or default fules structured a certain problem. 4. Don't confront the third person with goodwill.The last is a limited liability company charter empirical analysis, and draw to conclusions which are not such a conclusion : the company's constitution is made by the common shareholders, a product of shareholders'autonomy, but this autonomy accepts the legal intervention it is not autonomy without constraints, the mandatory provisions of the constitution must be done through without ; and the Company is a limited liability company listed companies in particular, the characteristics are different, Pay more attention to people with limited liability company, Proceeding from this constitution but have not yet made the course inconsistent with the mandatory provisions effective,so it is effecet of course.Chapter IV the develpoment of the constitutionOn improving the sound system in the constitution, the author argues that the develpoment of the constitution is a perfect system engineering, in terms of concept, the Judiciary, research company law and related to theoretical for the promotion and improvement of the system. Foster a sense of law and the constitution and set up the system of accountability that helps each other; Furthermore, it is necessary to srenghten the constitution can be actionable. |
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