Effect Of Articles Of Association

Articles of Association is to regulate the relationship between internal organizations and external one of the basic norms of behavior, by scholars known as the "Company Charter." Theoretical system in the Articles of Association, its effectiveness is the core of its most important content of the articles of association of the other theories are also mostly related to its effectiveness. Effectiveness of the solution because the Articles of Association Articles of Association of the who, what and when to produce legally binding problem. Although the Articles of Association, in theory, the governance of the company in the highest position, but in our companies in the optional practice is awkward position, most of the articles of association there is uniformity of the law a simple list of items, did not According to the specific circumstances of the Company to make provisions, the majority shareholders of the company understand the importance constitution failed to give full play to the effectiveness of the Articles of Association should play. And our current "Company Law" in the company's articles of association mandatory excessive and did not play the autonomy of the articles of association should be.Effectiveness of the articles of association of scholars in China is a new subject, although some scholars have related in the paper, but mostly of foreign-related legislation generalities, lack of in-depth study of specific theories, especially the practice of common multiple of the relationship between the articles of association and the law, the boundaries of their autonomous space, defective articles of association issues such as recognition and relief system is almost the law or the scholars and researchers in the blank area. This article is a simple attempt this, the author discusses the effectiveness of systems theory the Articles of Association, Articles of Association came out with the correct definition and scope of the effectiveness and the effectiveness of the articles of association in our country in the legislation, theory and practice problems and put forward their own legislative proposals, in the hope that the articles of association for the effectiveness of our system of gradual improvement, the public awareness of the Charter, Constitution and articles of association and gradually increase the effectiveness of the dispute can be addressed promptly and effectively to do some theoretical groundwork.This article is divided into five parts. The first part is the theoretical analysis of the effectiveness of the Articles of Association. Firstly, The author defines the effectiveness of the Articles of Association and Articles of Association, and then discussed the nature of the articles of association; Secondly, the author discusses the effectiveness of the legal basis and scope; Finally, the author discusses the relationship between the company and articles of association, defining autonomous space of the articles of association.The second part is comparative analysis, by comparing the major civil law and common law, the author introduces advanced legislation, discussing affection on future legislation.The third part is the empirical analysis of the effectiveness of the Articles of Association, the author describes the major types of defects and its causes about the effectiveness of articles of association, drawing on the experience of foreign countries on the basis of relevant legislation, building relief system about the articles of association.In the fourth part, the author cites two cases about limited liability companies and limited the effectiveness of the company, leading to the problems of the effectiveness of the articles of association in our theory, practice and legislative, in order to show that it is theoretical and practical significance to study on Articles of association.The fifth part is the recommendations on the perfection of the Articles of Association, by drawing on relevant legislation on the basis of foreign countries, in accordance with problem raised in the fourth part,the author propose to establish the composite articles of association and relief system, strengthen the autonomy, in order to do some foreshadowing for theoretical research.