Study Of The Company's Articles Of Association Legal Issues

The articles of corporation is a basic document mandated by the corporation laws, which is made by all of the shareholders or promoters, and which rules the organization and practice of the corporation and the relationship between the corporation and all relevant parties. It has very rich contents that include almost all of the important aspects of the corporation law. The articles of corporation has the contract value to the corporation and its member and all officers, and has publicity values to the third party. It binds the corporation, shareholders, directors, auditors and managers of the corporation. All these make it most important document of the corporation. Its stability and reasonability is beneficial to the healthy development of the social economy. Generally speaking, our society pays much less attention to the articles of corporation than the western countries, because our socialist market economy is far from perfectly established, the effect of enterprise's behavior that conform to the state order still exist, and our corporation system has just run for less than ten years, there exist many loopholes, the standardization, authenticity and authority for the articles of corporation are not up the requirement of laws, and also the understanding of the issues, such as the nature, the legal effect, the contents, the forms and the modification of it is varied in the academic circle. All these make the articles of corporation not much effective, which it should have. As our economic system reform goes deeper and deeper, it becomes more and more urgent to improve the corporation law system; therefore, it is necessary for us to make clear of every aspect about the corporation law theoretically and makes perfect the corporation system practically.The author adopts comparative analysis method, conduct a systematic study about a series of theoretical and practical issues on how to scientifically regulate the articles of corporation. This thesis is divided into four parts. Chapter One is "the definition and nature of the articles of corporation" which firstly gives a definition to "the articles of corporation", and makes clarification of its nature, its legal effect, then studies and offers some opinions on the differences and relationship between the articles of corporation and some other relevant legal documents.Chapter Two comparatively analyzes the basic contents of the articles of corporation. According to the standard of whether the items are mandatedly required by the laws, its contents are theoretically divided into three parts: the absolutely necessary items, the relatively necessary items and the permissive items. The object clause of the articles of corporation is one of the most important and complex clauses. This thesis conducts a systematic study on it: firstly introduces its historical transformation, then analyzes it legal effects and some theory on it, thirdly comparatively analyzes some legislation reform, and compares with our countries, lastly puts forward the author's opinions and suggestions. Chapter Three is about the formulation and modification of the articles of corporation. The author analyses the effective conditions and the principles of formulating the articles of corporation, then emphatically expounds the modification of it: firstly points out the reasons, then elaborates the principle and procedure, in the end clarity the legal effect of the modified articles of corporation.Examining the relevant materials, the author found that the corporation laws in most countries of the two general legal system stipulate to adopt the model of separation of the two documents: articles of corporation and the bylaws. The reasons are not only the effect of their legal tradition, but also the realistic and flexible elements of this model. To analyze the benefits of this model is fairly important, therefore, Chapter Four of this thesis study the differences of the nature and contents of these two documents, then compares with the...