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公司章程是调整公司内部组织关系和经营行为的自治规则,原则上不应对第三人产生效力,但公司章程经登记并公示后应产生一定的对外效力。这种对外效力可借鉴英美法上对章程的分类来分析:对外章程经登记公示之后,因其登记的法定性及其记载事项的自身性质而将产生商事登记的效果,亦即公信力和对抗力,对此第三人应负有审查义务;对内章程的登记公示因其记载事项的特殊性质而不具备对抗力,对此第三人不负有审查义务。
The articles of association of the company is an autonomous rule that regulates the internal organizational relations and business operations of the company. In principle, the articles of association should not have effect on the third party. However, the articles of association of the company shall have certain external effects after being registered and publicized. This external effect can be drawn from Anglo-American law on the classification of articles of association to analyze: foreign articles of registration after the registration, due to its statutory registration and the nature of its records will have the effect of commercial registration, that is, credibility and confrontation , For which the third party should have the obligation of review; the public notice of the registration of the Articles of Association does not have the confrontational power because of the special nature of the items it records, and the third party is not responsible for the review.