Research On Judicial Recognition Of The Validity Of Articles Of Articles Of Association

Along with the development of the concept of corporate autonomy and the expansion of the autonomous space of the articles of incorporation,the status and function of the articles of corporation in the corporate governance mechanisms and business competition have been taken into account increasingly.Characteristics of individuation and differentiation for clauses of the articles of incorporation are highlighted,but they also often linger about the edge of the law.As a result,the dispute over the clause validity of the articles of corporation occurs frequently,and relevant hard cases keep popping up.But the results of judgment of those cases are quite chaotic,in which exists the phenomenon of “same case,different sentence” or “same sentence,different basis”.The reason for this situation is that,in the process of judicial determination,there are several issues,such as the difficulty of identifying legal norms,the deficiency of clear legal provisions and judicial interpretations,the lack of single standard for judicial determination,and the inconformity of the understanding and application of the legal nature of the articles of corporation,which causes the plight of judicial determination,greatly cuts down the law’s function of bringing an end to the conflict,and goes against the commercial innovation.To solve the issues existing in the process of the judicial determination of the clause validity of the articles of corporation,based on analysing the connotation and legal nature of the articles of corporation,this paper first discusses the boundaries between the articles of corporation and the shareholder agreement,between the corporate autonomy and state compulsion.Next,classify the clause of the articles of corporation into different types,whose validity is frequently involved in a dispute,mainly including exclusion clause,supplementary clause,and detailed clause.Through analysing typical cases involving three types of articles of corporation,this paper sorts out different viewpoints and basis of judges,summarizes the current situation of the judicial determination of the clause validity of the articles of corporation in China from this,and then analyzes the dilemma faced by the judicial determination of the clause validity of the articles of corporation from two aspects of theory and method.Finally,aiming at the existing plight,put forward some suggestions on the path completion of judicial determination from three aspects — concepts,value judgment,and additions and corrections of methods,hoping to provide some ideas for the judicial determination of cases involving the clause validity of the articles of corporation within the existing legal system.