The Influence Of Internal Management Rules On The Guarantee Effectiveness Of The Company

There has a controversy about the definition of Article 16 of the Company Law in theorists and practitioners in our country,having not been formed a unified opinion.Before all people tended to protect the rights and interests of counterparts in the issue of the effectiveness of corporate guarantees.However,this caused the reality that a large number of legal representatives of companies overweight security,which greatly undermined the interests of the company.For the purpose of protecting the safety of transactions,no matter whether the counterparts performed the obligation of reviewing,they can claim the effect of security on the company.In order to balance the rights and interests of relatives and companies,scholars hope that advocating Article 16 for the mandatory norms of effectiveness,in order to protect the rights and interests of the company.In the case of mandatory norms,the relatives in the acceptance of corporate security must review the articles of association and security resolution,only to fulfill the obligations of reviewing,the relatives can claim the effect of security on the company.With the promulgation of"Provisions of the Supreme People’s Court on Several Issues Concerning the Application of the Company Law of the People’s Republic of China(Ⅳ)" of the Supreme People’s Court,the judicial interpretation of the Company Law(Ⅳ)shifted the focus of the issue to the judgment of whether the relatives are goodwill or not,and the key factor lies in the determination of the scope of the relatives’ examination obligations,that is the reviewing obligations of the shareholders or shareholders’ general meeting,the board of directors’resolution included,and the obligation is formal examination or substantive examination?The "Company Law Judicial Interpretation(Ⅳ)" did not give a clear answer.Therefore,it can be based on the "Internal Management Rules" of the UK Company Law,seeking a theoretical basis for determining the scope of the relative’s obligation to exam the resolution,to solve the problem about guarantee effectiveness of the corporate.