河北法学2025，Vol.43Issue(3)：129-149,21.DOI:10.16494/j.cnki.1002-3933.2025.03.007
越权代表的二元结构与审查义务
The Dual Structure and Examination Duty of Ultra Vires Representative
摘要
Abstract
Ultra vires representative involves the benefits of legal person,legal representative,counterpart and so on.Legislation and doctrine have adjusted the attitude towards the legal effect and burden of proof about ultra vires representative.Article 20 of Interpretation of Contract Book of Civil Code firstly stipulates legal limit and intended limit of representation by legislation clearly,declaring the dual structure about the limit of representation.Counterpart is presumed baleful in legal limit of representation,unless counterpart performs the duty of reasonable review.Reasonable review stands between formal review and substantive review,which has many differences in review contents and other aspects.Counterpart is presumed in good faith in intended limit of representation,who has no duty of reasonable review,unless legal person can prove that he/she knows or should know the existence of intended limit.When counterpart is baleful,the validity of ultra vires representative is to be determined,of which Legal person has the right of ratification.But if legal person refuses to ratify it,ultra vires representative is not effective between legal representative and counterpart,which is just neutralized.Legal person has the right to recover from the representative after legal person assumes compensation liability due to the faulty.关键词
越权代表/二元结构/合理审查/重大交易/合同效力Key words
ultra vires representative/dual structure/reasonable review/major transaction/validity of contract分类
社会科学引用本文复制引用
张永..越权代表的二元结构与审查义务[J].河北法学,2025,43(3):129-149,21.基金项目
国家社科基金一般项目"动态体系论的原理结构与私法应用研究"(22BFX178). （22BFX178）
