Research On The Effectiveness Of The Company’s Legal Representative’s Overstepping Its Authority

Company’s legal representative foreign ultra vires frequent phenomenon,in theory and judicial practice for the judgement of its effect is quite controversial,the author through the empirical analysis of research methods to analyze the 94 is the legal representative of the typical foreign ultra vires decided cases,and in the form of an interactive analysis data analyses the factors influencing the effectiveness of core.This paper adopts the method of comparative study,compares the legislation and practice of the United Kingdom,Germany and Taiwan,and provides some ideas to solve the problem.Finally,this paper captures the core factors of the validity determination of the issue and puts forward reasonable Suggestions in a scientific way,so as to expect the issue to be properly resolved at an early date.In addition to the introduction and conclusion,this paper consists of four parts,the main contents of which are as follows:The first part is an overview of the system of the legal representative’s effect on the action beyond his authority.The interests of the legal representative system is the result of consistency assumption,in response to the reform of state-owned enterprises reality needs,the legal representative has statutory and two typical characteristic,statutory is the legal representative of the candidate has a statutory,must choose the legal framework,typically refers to the legal representative is an organ of the company’s foreign business activities to express,on behalf of the company engaged in business activities.The right basis of the legal representative power is not only from the law,but also from the company’s grant;Based on this,the limitation of the company’s legal representative right is divided into legal limitation and determinative limitation.The effect of the company’s legal representative’s overstepping its authority is different from that of the company’s legal representative’s overstepping its authority.The second part is the analysis of the current situation of the topic,including the current situation of legislation and the current situation of justice.The normative provisions on the subject mainly consist of article 61(3)of the general provisions of the civil law and article 50(50)of the contract law,which are difficult to identify in judicial practice due to the logical dilemma of the order of application and the difference in understanding of the articles.This paper mainly analyzes the data of public judgment documents from 2014 to 2019,and tries to draw scientific conclusions through the interactive analysis method of quantitative and variable.In China’s judicial practice,the core judgment that really affects the effectiveness of the legal representative’s act of exceeding his authority is the type of legal representative’s act of exceeding his authority and the subjective state of the relative person.In judicial practice,most courts adopt the standard and normative nature to identify the approach,few adopt the distinction between the intended limit and the statutory limit,and they care about the world nature of the fixed limit,the relative person’s position or the position of the company’s external authority and other issues.The third part is the judgment logic comparing the legislative cases or practical cases of other countries or regions.The ownership structure of corporate legal ACTS in Anglo-American law system and continental law system is not the same,and there are also differences in the effectiveness,development path and normative mode of the act of the external representative authority of the company to exceed the scope of authority.Although there are differences,both the Anglo-American law and the continental law have the same spirit of regulating the external representative of the company,that is,they pay attention to the protection of transaction security.Is introduced in this paper under English law and German law,foreign representative range of the board of directors and the company’s internal restrictions on their rights in any manner,such as the company’s internal decision,procedures,rules,and even also cannot be restricted to the articles of association of the company director of publicity of foreign jurisdiction,and trading counterpart need to confirm the law,without the information to review for a particular company,it is not easily recognized company foreign representative organs unauthorized behavior is invalid.As for Taiwan in our country,the chairman of the board of directors of the company from foreign ultra vires effectiveness on the specification of said position is invalid for the company for the development of trading relative person position relatively effective said,effectiveness to distinguish whether it belongs to and have different business items,as to what constitutes a business matters and disputes,but in terms of overall development trend is also the largest possible to protect the safety of trading.The standard spirit of commercial transaction security is recognized in both mainland and Anglo-American countries（regions）.The fourth part is about the proposal and improvement of the topic.The judgment on the effect of the company’s legal representative’s overreaching behavior is not the extension of the meaning expression theory in the traditional civil law and the application of commercial law.Instead,it is based on the commercial law based on the principle of appearance and rational allocation of risk,and the commercial rules based on the relative artificial standpoint are reconfirmed.To comply with the trend of legislation,we should ensure the comprehensiveness of the right of representation of the legal representative and the relative unrestricted right of representation.As a civil and commercial law in China,the mode of validity should not be completely abandoned.As a commercial law with a high degree of autonomy of private law,the right to choose should be transferred to the company,which is a manifestation of the perfection of the legislative concept,and also makes the general provisions of civil law,contract law and commercial law better connected.For the subjective judgment of the counterpart,the most important is the determination of its"good faith".Relying on the legislative technique of counter-pushing,the determination of the counterpart’s "malice" is changed to that of "knowing" or"ought to know",both of which have different manifestations under the statutory restriction and the idealized restriction.However,the question of good faith lies in whether the trading counterpart violates the examination obligation.For the restriction of intention,the trading counterpart does not accept the examination obligation and is presumed to be in good faith.For the statutory restriction,the relative party of the transaction only bears the formal examination obligation,and no major fault can be.In addition,this paper USES the thinking of commercial typology to typology non-good-faith,hoping to make concrete the abstract concept of "malice" or "good faith",which means to make up for the interpretative disputes brought by the concept.