Study Of The Basic Laws Of The Articles Of Association

The most breakthrough of the new China's company law is"relaxing control and strengthening autonomy". The idea of"corporation autonomy"and"autonomy of Memorandum and Articles of Association"take the core place of the new Corporation Law. Memorandum and Articles of Association is an important means of self-government。So it's urgent for deep researching in the basic problems of Memorandum and Articles of Association.This dissertation plans to carry out the argumentation toward the basic problems of Memorandum and Articles of Association from different aspects. The dissertation can be divided into three parts according to its reasoning logic:Firstly, we should take the research on the essence of the company as the logic starting point for the whole research of this text. We should think the essence of the company is shareholders'investment tool and the fundamental purpose of the company is shareholders' return on investment. Meanwhile, we shall educe that the company law in regulating company's organizations and behaviors has the characters of both private law and public law with the cut-in point of the complexity summarized from the relevant benefit relationships during the process of company operation, but the company law should take the private law as its essential attributes.Secondly, based on the cognizance on the characters of company law, we shall deeply analyze the relationship between company law and Memorandum and Articles of Association, thereby, we shall profoundly analyze the characters of Memorandum and Articles of Association. And then, we shall get that the Memorandum and Articles of Association has the attributes of contract, self-government and charter. The contractual and chartered attributes of Memorandum and Articles of Association are unified in self-government ordinances and regulations, which is the basic attribute. Based on the research targeting at the characters of Memorandum and Articles of Association, we shall make the particular discussions on time validity, the nonidentity of validity to people and the external validity on conditional happened events for the Memorandum and Articles of Association according to the different attributes of different contents of Memorandum and Articles of Association.Finally, according to the discussed contents in front pages and the relevant law practices both from home and abroad, we should make the clear distinction between self-government and alien government for Memorandum and Articles of Association. It is suggested to make the scientific differentiation for outlines and detailed rules of Memorandum and Articles of Association, which will provide more clear and intensive venation for theories and practices in order to distinguish the rights and obligations of relevant benefit main bodies of company law and the relief way for the right of relevant benefit main bodies, and guarantee the effective exertion of Memorandum and Articles of Association.