Research On Conflicts Between Articles Of Association And Shareholders’ Agreements

The conflict between the articles of association and the shareholders’ agreement has a long history,especially in limited liability companies,where company control often overlaps with operating rights.Shareholders serve as directors and management of the company,often replacing shareholders’ agreements to achieve corporate governance.On the other hand,in the development of the articles of association,the much-maligned "formal charter" phenomenon made the autonomy of the company’s autonomy authority fall aside,and shareholders’ special aims on the company could only be reached through shareholders’ agreements,which resulted in a large number of shareholder agreements in practice.Examples of alternative articles of incorporation appear.Therefore,when a dispute is brought to justice,it is often a difficult issue for judges to decide which one should be used as a basis for the conflict.Cases in judicial practice show that the conflicts between the articles of association and the shareholders’ agreements are mostly concentrated in the areas of equity disputes,shareholder qualification disputes,and corporate governance.The court’s decision in the face of this conflict is also inconsistent.Generally speaking,there are four situations: the articles of association as the basis for judgment,the shareholders’ agreements as the basis for judgment,the "inside and outside" judgment ideas,and the avoidance of judgments.Different refereeing ideas follow different logics.On the whole,they show or use the public announcement of the articles of association and the status of the "charter of the company" to determine that it has the effect of excluding shareholders’ agreements,or the shareholders’ agreements reflects the true meaning of shareholders,while the articles of association are the product of "filling in the blanks according to the regulations",or that the shareholders’ agreements should be taken as the basis for the shareholders,and the external articles of association should be taken as the articles of association of the company.The above referee ideas are not without logical loopholes or theoretical dilemmas.It is argued that the publicity effect of the company’s articles of association does not distinguish between the registration and filing of the company’s articles of association,so it is recognized that its internal and external effects arenot theoretically feasible;it claims that the true meaning of the shareholder agreement also ignores the importance of the company’s articles of association.Modified situation;the "internal and external differences" of the refereeing idea is only to learn from the above two points of view to make a flexible interpretation,but actually did not solve the nature of the conflict problem.This kind of refereeing thinking,left or right,or both,is still stiff when confronted with conflict issues,and cannot fully respond to conflict issues.To analyze conflict issues and referee disputes,you need to first determine the relationship between the two in theory.The articles of association of the company and the shareholder agreement belong to the categories of corporate autonomy and shareholder autonomy.There is a difference in the formation rules between the two.They cannot directly replace company autonomy with shareholder autonomy.The formation process of the company’s articles of association determines its decision-making attributes,follows the conflict rule of majority decision,and there is an essential difference between the contract attributes of the agreement and the fundamental differences between the two should be clarified.Therefore,of course,there is a difference in the scope of application between the two.Even if the articles of association of the company have gathered a small number of shareholders,but they follow the complete procedural disputes,they should still reflect the company’s will and cannot be compared with the contractual nature of the agreement.Therefore,after clarifying the above-mentioned theoretical issues of the company’s articles of association and the shareholder agreement,to suppress the conflict between the two,we should start with the analysis of the scope of application of the Company Law and the Contract Law,and discuss the issues based on the practice of the company and company law in China.The essence.The conflict between the company’s articles of association and the shareholder agreement is essentially a company law issue,and the judicial logic of conflict issues should be theoretically guided by the principles of efficiency in commercial law and the concept of substantial justice in economic law,and based on the design of a foreign shareholder agreement system To improve the legislation of China’s shareholder agreement system,so as to achieve the suppression and resolution of conflicts from legislation to judicialpractice.