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对于公司章程的性质一直是一个争议较大的问题,在学界对于这一问题主要有三种学说:契约说、自治法说和折中说。契约说只看到了公司章程是股东意志的合意,忽略了他与一般契约的种种区别;折中说没有认识到自治法说其实也强调了公司章程的合意性,其本质和自治法说没有区别;自治法说一方面强调公司章程的契约性,另一方面也强调其强制性,突出了公司章程的效力,体现了公司社团法人的本质,所以更具有合理性。
The nature of the articles of association has always been a controversial issue. There are mainly three kinds of theories in this field: the contract theory, the autonomy law theory and the compromise theory. The contract says that it only see the constitution of the company as the will of the shareholders and ignores the differences between him and the general contract. The compromise does not recognize that the autonomy law actually emphasizes the desirability of the articles of association. There is no difference between the essence and the autonomy law The autonomy law says that on the one hand, it emphasizes the contractual stipulations of the articles of association, on the other hand, it also emphasizes its compulsion, highlights the effectiveness of the articles of association, and reflects the essence of corporation corporations. Therefore, it is more reasonable.