A Study on the Validity of Transactions by Unauthorized Company Organs and Agents: Focusing on Company Internal Irregularity

• Main Authors: Yi-Chen Chen, 陳以晨
• Other Authors: 曾宛如
• Format: Others
• Language: zh-TW
• Published: 2018
• Online Access: http://ndltd.ncl.edu.tw/handle/kge5f3

碩士 === 國立臺灣大學 === 法律學研究所 === 107 === In Taiwan, academia and court judgments have long been bothered by the issue on the validity of company transactions entered on behalf of unauthorized organs and agents. In particular, in cases where company internal irregularities (such as the lack of valid resolution of the general meeting or the board of directors) give rise to the lack of authority, the problem is the most debatable. The validity of these transaction is difficult to determine since on one hand, declaring the transactions void would be detrimental to transaction security and impose great transaction cost on innocent third parties, but on the other hand declaring them valid would cause harm to company interests. This thesis attempts to solve the problem in a both theoretical and practical way. Firstly, it figure out how a company enters into transaction by its organs and agents on the basis of the theories of company personhood. Secondly, it reviews relevant regulations of British and German laws and their applications. It finds out that both jurisdictions emphasize the protection of transaction security and the courts incline to declare the transactions valid. Both jurisdictions confer comprehensive authority on company organs or representatives. In addition, they expand the application of apparent authority when it comes to company agents. Based on these findings, this thesis discusses the relevant regulations and practical application under Taiwanese Company Law and reach the conclusion of enhancing the protection of transaction security so as to improve the ease of doing business in Taiwan.