Articles Of Association Studies

Articles of association is the important legal document that regulate the company's organization and behavior. It is also the precondition and basis of the company's incorporation and operation.Owing to its great importance, corporate law in most countries regulate clearly and systematically its nature, contents and validity. In sharp contrast to theirs, Chinese company law only regulates it roughly and too generally. This legislative shortcoming aroused intense controversy about its making, alteration and validity among scholars and judges. Especially, when disputes appears, judges find it hard to find out explicit legal criteria and basis. Based on the above, this dissertation intends to discuss and research the nature, contents and validity of articles of association so as to provide theoretical references in altering and perfecting Chinese company law , preventing and reducing the potential risks and disputes arising from the company's operation.As to the nature of articles of association there is no clear definition in the company law. One opinion views it as the one company's inside contract; another thinks it to possess the dual qualities of both inside self—governance contract and inside contract; the third regards it a self—governance regulation enacted by the sponsors during the incorporation of the company, this paper thinks its nature to be an inside self—governance rule.As to its contents, this paper thinks its nature to be an inside self—governance rule. As this paper holds the view that, as the constitution of a company, articles of association is both the imperative conduct element during the incorporation and the important self—governance rule for orderly operation after the incorporation. In the Chinese company law, the legislation emphasized the state's constraint and interference with the company but ignored its essential attribute, as a company's, just under the influence of the state's power consciousness of legislation, most investors and managers have the least awareness of articles of association. Thus, its functions are far from being expected. Its attribute as self—governance rule is severely weakened.To solve the above problem, this dissertation suggests strengthening the subject's awareness of articles of association, standardizing its contents and perfecting relevant legislation by using the experience of other countries for reference.