Research on the Legal Issues of the Company's Ultra Vires External Guarantee

Abstract

: Guarantee refers to the guarantor's promise to the creditor to pay off the debt on behalf of the debtor or to pay off the debt with a specific value when the debtor fails or cannot pay off the debt. There are still disputes on the choice of norms, the standard of review obligation and the effect of private law in determining the validity of the legal representative's ultra vires guarantee. In the unauthorized agency system, the bona fide counterpart enjoys the right of cancellation before the act committed by the doer is ratified. The counterpart here is in a state of "malice" and naturally does not enjoy the right to cancel. On the basis of the existing minutes, we should do a good job of connecting the "Company Law", the Civil Code and relevant judicial interpretations, streamline the provisions, and accurately divide the boundary between "the goodwill of the other party" and "the content of formal examination". The author thinks that the literal interpretation of legal rules and its typological analysis are the only way to identify the effectiveness of the company's ultra vires external guarantee, but we can't draw the conclusion of the effectiveness of the guarantee behavior in one step, and we need to cooperate with other interpretation methods.