The Research About The Expand On "Otherwise Provided " By The Charter

"Otherwise provided" in articles of association as one of the default ruleemphasized the mandatory provisions and random norm, is regarded as bufferstrip in corporation regulate. It is one of the constitution as necessity nature inthe corporation rule, it’s value is very strong in the corporation practice.Corporation Law in2005revise “Otherwise provided", it expanded to theexisting6. It seems to be too narrow before Modern Corporation law claims thecompany autonomous background. It is not enough to solve the company law inthe development of the problems encountered in practice, but the default rules in2014Corporation Law to modify and increase.The extent of corporation autonomy depends on quality of Corporation law,private law quality means any clause in terms of company law norms accountedfor more than the mandatory. And so on,"Otherwise provided，，in articles ofassociation as the default rule, its application range is more than the CorporationLaw the existing6. Design on company law standard should be the depth of thestructure depends on the company autonomous, and extends the autonomy ofcompany autonomy because as standard structure of company law standard isdifferent. As the default rules in the articles of association of a "provisions" interms of how much depends on the mandatory provisions and arbitrary provisionsbetween the appropriate balances.With reference to the design of foreign company law norms, the existingterms compared to China’s company law. In the aspect of entity if the provisionsof ownership, inheritance, profit distribution and other aspects of the same basicinterests of shareholders, shareholders have respect for autonomy; thedistribution rules of design by the shareholders own the economic rights. In theprocedure, foreign similar regulations "provisions" of the provisions are moreopen，design many procedural rule is more specific and humanity, the shareholderrights also consider more obligations. If the shareholders’ general meetingattendance, the size of the board and the age limit is mostly by default clause todesign. Deletion compared can make up China’s "company law" in the proceduralnorms. China’s "company law" in the ifnancing, corporate governance, the board of directors of independent directors, the cumulative voting system, the systemcan make adjustments, will design regulations "provisions", to increase theelasticity of these terms to grasp the world legislative trend is advancing with thetimes, and the environment in China under the current reform of market in theallocation of resources the spirit of the agreement.