公司对外担保效力的案例分析民商法专业论文.docx

PAGE PAGE 3 Abstract In the company law 2005 corporate external guarantee ability has been cleared, but due to the limitation of the law and the vagueness of the language, the corporate external guaranty still has many problems, especially the disputes of the corporate external guarantee.This paper based on the reality,and make the import and export agent contract case of CNBM as the breakthrough point with in-depth analysis of the dispute focus.At last, the author will put forward some suggestions combined with the actual situation. The structure parts into three levels，namely setting up questions, analyzing problems and solving problems,which aim to clarify the effectiveness of corporate external guarantee. First of all, the major point of CNBMs contract case is refined,and the disputed focus about the corporate external guarantee,wether YDT corporate should undertake the obligation, is locked. But since the dispute focus is too general,this paper summarized four more specific points: What is the legal foundation of corporate external guaranty?How Articles of association of the company influences the effectiveness of corporate external guarantee? How to make sure the effectiveness if the company legal representative or other directors, managers and other senior management unauthorized sign contract of corporate external guaranty? Wether the creditors have review obligations in the security contract process with the guarantor? Secondly, according to the four disputed points, this article makes a thorough theoretical analysis, and return to this case. Through the analysis, we draw some conclusions: first, the articles of association of the company does not have the common effect, so it cant affect the effectiveness of corporate external guarantee alone;Second,the company legal representative or other directors, managers and other senior management personnel shall not be entitled to determine a external guarantee contract,otherwise it can only be regarded a