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通过对公司章程性质学理上不同观点的考察,提出公司章程的性质应为公司的自治规范:章程既有契约的合理内核,同时又暗含法定的因子。作为自治性规范,章程自治的对象不仅仅局限于公司内部事务,它实际上关系到整个公司的治理结构以及公司外部利益相关者。对章程作自治规范的解释还意味着客观上存在公司法的作用空间,章程既要通过公司法明确法律地位,又要接受公司法适度的调整。另外,通过对章程性质的动态考察说明,尽管章程意思自治的主体发生了现实的变化、章程的某些主要条款也发生了对外效力的弱化,但这些并不证明公司意思自治的衰落和公司章程功能的改变。
By examining the theoretically different views of the articles of association, it is proposed that the nature of the articles of association should be the self-government norms of the company: the constitution has both the reasonable core of the contract and the statutory factor at the same time. As an autonomous norms, the object of constitutional autonomy is not limited to the internal affairs of the company, it is actually related to the governance structure of the entire company and external stakeholders of the company. The autonomy of the constitution to explain the statute also means that there is objective room for the role of corporate law, the statute should not only clear the legal status of the company law, but also to accept the moderate adjustment of the company law. In addition, through the dynamic investigation of the constitutional nature, it shows that despite the fact that the subject of autonomy of constitutional autonomy has undergone a real change and some major articles of the constitution have also weakened the external validity, these do not prove the decline of autonomy of company and the articles of association Functional changes.