Research On The Legal Effect Of Corporate Guarantees

With the booming development of the market economy and diversity corporation between companies,corporate surety quickly entering people’s sight and becoming one of the most important financing means for companies, especially for small and medium ones. The successful of financing relates to the future of company, the security of transaction and even the healthy development of the market economy, but the key to success is the legal validity of surety behavior, so the legal validity of corporate surety has always been the focus of controversy. It has theoretical and practical significance to study the legal validity of corporate surety in this context. This paper takes the nature and the ability of the corporate surety as a start point, analyses current situation and shortage of the corporate surety in our country on the basis of the experience of other countries and regions, then puts forward the corresponding countermeasures in order to benefit the improvement of the legal validity of the corporate surety.The main part of the main contents are as follows except the introduction and conclusion:The first part contains the brief introduction for the problem of the corporate surety.This part starts from the definition of the corporate surety’s nature, analyses whether the corporation has the ability of corporate surety,and confirms the ability of the corporate surety on the basis of analysis, but this ability must has a certain limit. Then this part raises the legal validity of the corporate surety problem through the relationship between the ability and validity of the corporate surety.The second part includes comparison for the legal validity of the other countries (regions) and regions.Throughout the whole world, different countries have disparate principles, France and the United Stated admit the legal validity of corporate surety, but both of them made a detailed rule for associated surety,the United State adopts post-exam system,it determines the validity of surety behavior on whether it meets the interests of the company. Taiwan, China thinks the company do not has the ability of surety unless the Articles of Association made a rule. System in Chinese mainland goes through a process of progress,but the imperfection of relevant laws result constantly conflict between theorists and practitioners.The third part discusses current situation and shortage of the legal validity of corporate surety. This part first analyses the value and nature of article 16 in the Company Law, this paper argues that article 16 is a peremptory norm, a management norm and a rule for the company’s internal management, which designed for the safety of shareholders’s interests. Then summarizes the shortage of the legal validity of corporate surety in our country on the basis of the analysis forward.The fourth part discusses the improvement of the legal validity of corporate surety in our country. Specific measures include:distinguishes limited liability companies and joint stock company, improves the Articles of Association for both of them, changes single document form of the Articles of Association, creditor undertakes obligations of form review, makes special rules for professional surety company etc.