Research On The Legal Regulation Of The Ultra Vires Guarantee Of The Legal Representative Of Chinese Company

Under the background of the current market economy development in full swing,active commercial exchanges and good market economic order are the pursuit and goal of the stable development of the market.The convenience and security of commercial exchanges undoubtedly deeply affect the development of the market economy.As a multi-body bearing multi-interests,the company’s development must involve the interests of all parties.However,with the rapid development of Chinese economy,company guarantee has gradually become a common phenomenon in commercial transactions,and a series of changes have taken place in Chinese law on corporate guarantee.Current our country is still in a crucial period of rapid development of market economy,this article from the legal representative of the unauthorized guarantee the basic concept of interpretation,analysis,in the event of the legal representative guarantee beyond decided when the problems and the path of the judicial referee,combined with the analysis of domestic and foreign relevant theory and experience and lessons,corresponding solutions are put forward.At present,China is still in the key stage of the rapid development of market economy.this article from the legal representative of the unauthorized guarantee the basic concept of interpretation,analysis,in the event of the legal representative guarantee beyond decided when the problems and the path of the judicial referee,combined with the analysis of domestic and foreign relevant theory and experience and lessons,corresponding solutions are put forward.This paper mainly includes the following five parts:The first part is the introduction.The second part explains the concepts involved in the legal representative’s ultra vires guarantee,gradually explains the related concepts of the company’s ultra vires and the legal guarantor’s ultra vires,and the classification and identification of the legal representative’s ultra vires,which paves the way for the following analysis.The third part is the combing of domestic legislation and the extraterritorial investigation of the legal representative’s ultra vires guarantee.Through the investigation of Japan and Germany as civil law system,as well as Britain and the United States as common law system,this part analyzes their theories and legislative provisions on the legal representative’s ultra vires guarantee,summarizes their advantages,and uses them for reference.The fourth part is mainly about various theories and different judicial judgment paths of the legal representative’s ultra vires guarantee in our country.Through the analysis and comparison different theories and judgment paths,it summarizes the problems existing in the theory and practice of the legal representative’s ultra vires guarantee in our country.The fifth part is the suggestions for the improvement of the legal regulation of the legal representative’s ultra vires guarantee in China.Based on the summary of the problems existing in the current theory and practice in China,this chapter puts forward that Article 16 of the company law should be an authorization provision and supplement its "legal consequences",clarify the reasonable and prudent formal review obligation of the creditor,and take the goodwill of the creditor as the recognition standard,Introduce the unauthorized agency rule to improve the legal authority restriction path,and put forward that if the subjective state of the opposite party is not in good faith,the ultra vires guarantee of the company’s legal representative will have an undetermined effect.At this time,the company has the freedom to ratify or refuse to ratify,and further clarify that if the company refuses to ratify,it will not have to bear any responsibility.