公司章程性质探析

Discussion and Analysis on Character of Articles of Association

公司章程具有自治性和规范性相统一的双重属性,是公司设立者之间的组织性契约,是适用于公司组成者的类法规范。公司章程与公司规章制度共同构成公司的自治规范体系。公司法主要是任意法,公司章程的适用顺序、效力优先于公司法中的任意性规范,劣于公司法中的强制性规范。公司设立者的违章行为实质为违约行为,公司组成者的违章行为实质为侵权行为。

Articles of association has character of self - government and regulation, it is organizing contract among company founders, it is also regulations similar to law applied to company members. Articles of association and rules and regulation of company constitute system of self- government rules of company. Company law is mainly permissive, applying order and validity of articles of association has priority over permissive rules of contract law. The essence of conduct violating articles of association of company founders is conduct violating contract, the essence of conduct violating articles of association of company members is conduct violating right.