刍议公司章程的对外效力——兼论我国公司章程内容的重构

A Study of External Validity of Incorporation′s Articles——Comments on the Reconstruction of Articles of Incorporation in Our Country

公司章程仅在第三人对章程内容明知之情形或仅对章程的特定记载事项上具有对抗第三人之效力。公司章程依法公示后即具有公信力。我国法律应对公司章程做二元划分,并赋予章程大纲对抗第三人之效力。

Articles of incorporation have validity of counterwork to the third party only when the third party is made known, or when some specific recorded proceedings are concerned. It will have public credibility when the articles of incorporation are made public in conformity with legal provisions. The law of our country should give the articles of incorporation dual-division, and endow the articles with validity of counterwork to the third party.