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公司股东之间或公司与股东之间发生争执、诉讼,时常有以公司的设立协议作为其主张请求的依据,甚至有的股东直接提出解除设立协议的诉讼请求,以达到解散公司之目的,与之相对的当事人则会以公司章程的规定作为其抗辩的理由。或当事人之间反之。那么股东之间在发生争议后为维护自己的权益,是以公司设立协议为准,还是以公司的章程为准?公司设立协议与公司章程之间是怎样的法律关系?这是司法实践中须明确的问题。性质公司设立协议又称发起人协议,是在公司设立前由发起人订立的关于设立公司的协议。是目标公司进入设立程序的基本依据。公司设立协议的目的是确定所设公司的基本性质和结构,协调发起人之间在设立公司的过程中的权利与义务关系。
Disputes and litigations between shareholders of a company or between a company and its shareholders often take the establishment agreement of the company as the basis for their claim. Some shareholders even directly request for the dissolution of the establishment of an agreement in order to achieve the purpose of dissolution of the company. The opposite party will use the provisions of the articles of association as its defense. Or vice versa between the parties. So after the dispute between shareholders in order to safeguard their own rights and interests, is the establishment of the agreement of the company shall prevail, or the company’s constitution shall prevail? What is the legal relationship between the establishment of the company agreement and the Articles of Association? This is the judicial practice to be Clear question. The establishment agreement, also known as the sponsor agreement, is an agreement made by the sponsor before the establishment of the company to establish a company. Is the target company to enter the establishment of the basic procedures. The purpose of establishing an agreement is to determine the basic nature and structure of the company set up and to coordinate the relationship between the rights and obligations of the promoters in setting up the company.