意思表示理论对法人本质学说的检验——以法人受胁迫为例

The checkout showing appreciation expressing theory to corporation nature——Theory takes that the corporation is coerced as example

法人意思的表现形式为法人的决议,包括社团大会的决议和董事会的决议。法人意思的形成与表达以其成员的自然人意思为基础,效力必然受自然人意思状态的影响。对法人受胁迫予以考察的结果表明:胁迫是施加于表意人的,而胁迫又只能对有心理活动的自然人起作用,因此法人只能是自然人意思表示的承受者,不可能成为表意人。法人机关是自然人的集合,它与机关成员个体均可作表意人,其地位为法人的法定代理人,依照代理人的意思归属与知情归属原则其行为后果由法人承受。法人本质拟制说即揭示了法人行为的现实,又保全了传统民法理论体系的完整性。而实在说不仅欠缺逻辑的自洽性,更脱离了法人制度运作的实际。现行立法受法人本质实在说和表示主义影响,未将法人成员意思表示瑕疵作为法人决议瑕疵的影响因素,故有待于进一步完善。

Corporation meaning＇s state effect forming and expressing taking whose member＇s natural man meaning as the basis , effect necessity accept a natural man meaning. Be coerced the result giving examination to indicate to the corporation： But coerce being to exert in ideographic people, coerce being able to only play role to natural man having psychological activity, therefore, the corporation can only be that natural man meaning indicates that bear person , become the ideographic people impossibly. The corporation organ is aggregation of the natural man , it and the organ member per capita but act as the ideographic people, whose position is corporation＇s statutory agent , belonging to according to agent meaning of and know the facts belonging to principle it＇s behavior consequence be born by corporation. Corporation nature intends to make doctrine namely reveal corporation behavior reality , the completeness having kept tradition civil law theory system intact. But say the reality being deficient in logical not only from having consulted on nature , having broken away from corporation system operation more in fact. Legislation currently in effect be composed the quarrel in fact by corporation nature expressing doctrine effect, the blemish corporation member meaning is not expressed is corporation resolution blemish influencing factor, remain to be improved and perfected in going a step further therefore.