The Research Of "Unless It Is Otherwise Provide By The Articles Of Association"

Before the amendments of corporation law in 2005, amid economic restructuring and political background, corporation law tends to be much more peremptory, so in the process of legalization, the notion about the autonomy of corporation has long been neglected. In practical conditions, we usually follow the same pattern by copying corporation law when we formulate articles of association. But few of the articles are different from those stipulated in the corporation law, so we never mentioned otherwise prescribed by the articles of association.Along with the development of market economy and the notion about the corporation autonomy, some distinctive rules in the articles start to gradually appear. Corporation law dating back to 2006 adheres to the idea of private law and grants the corporation greater autonomy.For instance, in some laws, we added such statements as where it is otherwise prescribed in the articles of association, it shall prevail. Such being the cases, some peremptory norms to legal adjustment are now belongs to corporation autonomy. Changes in law have influenced to a great extent the equality of stock rights and majority consent in the traditional company law.The amendment of corporation law will affect relevant provisions of articles of incorporation, making it necessary to reevaluate the relationship between articles and laws of incorporationHowever, in corporation law, we failed to further clarify and regulate autonomy line of otherwise prescribed by the articles of association, effectiveness cognizance, as well as judgmental criterion, causing false adjudication in relevant cases. In judicial practice, dispute about the Force of otherwise prescribed by the articles of association emerges one after another incessantly. According to some reported cases, the articles of association often prescribe items different from corporation law including dividend distribution and share transfer. In those cases, we can see a few major shareholders does not rule a case by infringing the legitimate rights and interests of minority ones* which goes in the opposite direction.Proceeding from actual conditions, this paper elaborated The character of corporation charter, The classification of corporation law norms as well as the relationship between articles of association and corporation law, which laid a solid foundation for the research into enforcement recognition when there emerge conflicts between them. In the second part, the author expounds on otherwise prescribed by the articles of association as supplementary specification, and then introduced two instances, namely, assuming methods and Limiting the management right. By doing that, we carried out targeted research into that problem. Next, the author analyses the feature of autonomy and determine the atomony limit of Mixed-Standard to make better analysis over that issue. In the third part, the author have first analyzed the mechanism of otherwise prescribed by the articles of association in terms of legislative status and justice practice, and then summarized the problem from the legislature and the justice aspects.