The determination of the good faith of the other party in the company's external guarantee should be based on whether the other party performs its duty of reasonable examination on the company's resolutions.Reasonable examination should meet the characteristics of moderate information acquisition costs,obvious defects in appearance,and simple information summary.In terms of the content of the review,the other party should review substantive issues such as the qualification of the institution to make the resolution,whether the necessary elements of the resolution text are complete,whether the company and shareholders are valid,whether the amount of guarantee complies with the provisions of the articles of association,and whether there are obvious flaws in the signature.The other party also needs to review procedural issues such as whether the number of people attending the meeting complies with the regulations,whether the rules for avoiding voting are violated,and whether the meeting has been decided by a majority of the voting rights.When determining whether the other party is bona fide,the court should also consider factors such as the nature of the other party,the nature of the guarantor,and the special identity relationship between the debtor and the external guarantee representative to determine the intensity of review of the resolution by the other party.If the guarantee is in the interests of the company,and the judge can infer that the guarantee is the true expression of the company's intention based on transaction habits and other case facts,then the counterparty can be exempted from review of the resolution and deemed to be in good faith.
external guarantee of the companybona fide counterpartiesthe duty of reasonable examination
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