Legal analysis

The Articles of Association refers to the basic documents formulated by the company according to law, which stipulate the company's name, domicile, business scope, management system and other important matters, and it is also a necessary written document that stipulates the basic rules of the company's organization and activities. A company limited by shares refers to a company with shares as its capital, and shareholders are liable to the company to the extent of the shares subscribed by them. There must be a general meeting of shareholders, board of directors, board of supervisors and other institutions to manage the company internally and represent the company externally. These institutions are the general meeting of shareholders, the board of directors, the board of supervisors and the manager. The articles of association is the expression of shareholders' agreement, which stipulates the basic principles of the company's organization and activities, and is the articles of association of the company. Articles of association have the basic characteristics of legitimacy, authenticity, autonomy and openness. The articles of association, like relevant laws, shoulder the responsibility of adjusting the company's activities. As the basic principle of the company's organization and behavior, the articles of association are of great significance to the establishment and operation of the company. It is not only the foundation of the company's establishment, but also the soul of the company's survival. Because when the legal representative engages in civil activities on behalf of the company in the name of the company, only the signature of the legal representative can make the contract effective. Although the branch has no independent legal personality, it has also obtained a business license and can become the defendant in civil litigation. Therefore, it is generally recognized that the contract sealed by the branch company is valid, and the relevant civil liability shall be borne by the head office. Similarly, although there is no official seal, if the person signing the contract is authorized by the company, then the contract is equally valid.

legal ground

Article 490 of the Civil Code of People's Republic of China (PRC): If the parties conclude a contract in the form of a contract, the contract is concluded when the parties sign, seal or fingerprint it. Before signing, sealing or fingerprinting, one party has fulfilled its main obligations, and the contract is established when the other party accepts it. A contract shall be concluded in written form as stipulated by laws, administrative regulations or agreed by the parties. If the parties do not do this in writing, but one party has fulfilled its main obligations and the other party accepts it, the contract is established.