The Legal Matter Of Articles Of Association

The articles of association is the primary basis of existence and activity of a company as well as the fundamental norm of corporate conduct just as a constitution is to a state. Although it is self-evident that the articles is important to the normal operation of a company, it is superficial and very similar to each other in fact. The articles is always disregarded by companies. Most of articles used by companies are almost the same in form and substance, and their provisions are quite generic rather than specific for a particular company. Some articles are even in conflict of laws and regulations. The only approach to fulfill the functions of the articles is to improve the applicability and practicability of the articles. The Corporation Law revised recently vests corporations much more autonomy and the articles of association has become an important means of corporation's autonomy. So the articles of association may make itself be understood further in details, and strengthen people's consciousness of it. In the meanwhile, the research of the articles of association can actualize the articles of association and promote its function as the guarantee of the corporation's autonomous development. This thesis' main purpose is that the real interaction between the theory and practice will be strengthened through the study of function, force and content of the articles of association.The research of the articles, should be first from the effort and force of the articles. It can be realized that the articles of association as well as the primary basis of organization and activities of a company, is not only an important right restrained mechanism, but also an important right conferment and relievable mechanism, by investors and operators through elucidation of function of articles. Then, the force of the articles is the base to apply. Next, the articles as the autonomous rules of company, will inevitably meet questions on coordination with the Corporation Law. In these two kinds of rules--the Corporation Law and articles of association, the Corporation Law is the premise, the articles of association is a result. The articles are formulated on the basis of the Corporation Law, which perform and concretize the general rules or the principles in the Corporation Law. They have to strongly coordinate in corporate administration.In view of the status of the articles which is superficial and very similar to each other, it appears importantly that the content of articles is concrete and operational strongly in order to display the articles'constitutional function. Therefore, every company must formulate characteristic articles according to their peculiarity. Moreover, a key question of articles is to guarantee the articles observed by correlative body. So, the legal consequence for violating the articles of association must be stipulated explicitly, and the benefit of the damage has to be relieved effectively through the judicial remedy way. The trespasser should undertake the corresponding civil responsibility for violating the articles, which can set up the highest authority of the articles, and can realize the corporation autonomy idea through the articles of association.