A Study On The Effectiveness Of Company Legal Representative's Ultra Vires Act In China

The company legal representative plays an important role in the process of business transactions.It has two sides,which is the natural person in general sense and can also be the important organ of the company.In commercial activities,the legal representative on behalf of the company does business,but it must comply with the relevant trading rules.In reality,however,phenomena that company legal representative exceeds the authority,and violates the articles of corporation or the shareholders' committee resolution happen occasionally.If its behavior is in small range of interests and relatively narrow,the related companies can solve disputes through negotiations.On the contrary,if its behavior causes serious consequences and negotiations can not solve disputes,the related companies need to resort to the force of a third party or the help of public power.Therefore,it is necessary to conduct the research and analysis of the related problems of the Company legal representative's Ultra Vires act.Article 50 of Chinese Contract Law clearly stipulates when the company legal representative,beyond limits of authority,do business with the other party in good faith,this unauthorized trading behavior is effective.It means even if the legal representative exceeds the limits of authority,it still protects the expectable interests of the other party in good faith.This is the progress of the legislation.But meanwhile,we find that we have different opinions about the effevtiveness.It does not stipulate when the legal representative,beyond limits of authority,does business with the other party in bad faith,how the law deals with it.Therefore,in order to clarify it and establish a reliable trade environment for the market economy,it is necessary to discuss this issue.This paper mainly discusses on the following parts.Chapter one understands the evolution of the effectiveness and analyses the effectiveness of company legal representative's ultra vires act,in order to raise questions and foreshadow for the following analysis issues.Chapter two is manifesting forms and existing problems of company legal representative's ultra vires act.Then,it points out the manifesting forms of company legal representative's ultra vires act.After the preliminary knowledge of ultra vires act,it analyses problems of current legislation status in China and the different perspective,so as to specifically interpret key contents of this article.Chapter three introduces the two big law countries' provisionson effectiveness,and then chooses the optimal mode suitable for our country.Chapter four is some suggestions and vision of regulations about the company legal representative's ultra vires act.