On The Autonomy Boundary Of The Default Rule In The Company Law

The company is the main organization form of market economy.For a long time,the company is only as a national adjustment object and method,but in fact this organization play many all kinds of role in life,now people who use the idea of private law autonomy start to examine the nature of the company as a shareholder management objects from the perspective of private subject.The revised company law fully reflects the shift,it firmly grasps the direction in the field of economic and political reform in China,it changes some of the mandatory rules in the old method to a more autonomous,more flexible default rules and empowerment rules,in many parts of the company law,"unless it is otherwise provided for in the articles of association" or "except otherwise agreed by all the shareholders" default rules of language appeared,replacing mandatory legal provisions with the self-arrangement of the parties.The intention of this shift is to give the company more power and more freedom.But due to the new company law for the default rule has no specific guidance to practice,the default autonomous boundaries are not clear,unable to achieve a unified understanding,constantly arising new disputes injudicial practice.In this article,I am supported by the theoretical foundation of the default rule:the idea of private law autonomy and company autonomy and the nature of the company's articles of association,this paper analyzes the connotations of the default rules in the company law and the existence value and the terms of the default rules of company law in our country,and as a resuit,this paper proves the importance of the default rules in legislation in theory and practice.However the default rules can not invariably suitable for all affairs of the company law,which requires dividing the autonomous boundaries of default rules based on different criteria,such as:the type of company,the transaction involves the internal or external standards of the company,the standard for the revision and establishment of the articles of association.In the judicial practice,agreement by the parties based on the default rules had a various conflicts with the company law,thus cause the extensive concern of the academic circles,such as whether the effectiveness of sexual self agreed by the parties on the basis of the default rules prior to company law apply to?Can the default rule be the source of the referee?and put forward its own solution,in order to promote the progress of the judicial practice.In addition,in view of the fact that China's corporate law still has a lot of room for improvement in the design of the default rules,the design of the default rules in the company law in foreign countries and our Taiwan is relatively perfect.By contrast,I can imagine the structure of corporate governance,the board of directors rights and the number of the board of directors in co.,LTD.in our country to extend into"otherwise stipulated in the" articles of association or otherwise agreed by the parties and other modes of the default rules,strengthen the flexibility of the parties to apply to,reduce the related legal disputes,promote steady economic on.This paper consists of five chapters.The contents are as follows:The first chapter analyzes the existence of the default rules and discusses the theoretical basis of the existence of the default rules:the principle of private law autonomy is the origin of the default rules;The autonomy of the default rule is mainly reflected by the carrier of the company's charter.The second chapter deeply analyzes the connotation and value of the default rules,interprets the relevant default rules in our company law,and provides further theoretical support for the rationality of the existence of the default rules.The third chapter which combines with the above narration,puts forward the demarcation criteria for the autonomy boundary of the default rules.The fourth chapter discusses the existence of the default rules in practice and discusses the new disputes brought by the company law.The fifth chapter discusses the relevant provisions of the company law in foreign countries and our Taiwan,and discusses the expansion of the relevant provisions in our company law into the default rules,so as to improve the operating efficiency of the company.