As long as the articles of association come into effect, they are legally binding. The company rules and regulations of the articles of association determine the effectiveness of the articles of association for the company and its shareholders, and are also binding on the directors, supervisors and managers of the company. The articles of association are the basic principles of company organization and behavior, and the company must abide by and implement the articles of association.
According to Article 6 1 of the Civil Code of People's Republic of China (PRC): "According to the provisions of the law or the articles of association of the legal person, the person in charge of civil activities on behalf of the legal person is the legal representative of the legal person. The legal consequences of the legal representative's civil activities in the name of a legal person shall be borne by the legal person. The restriction of the legal representative's representation by the articles of association or the authority of the legal person shall not be against the bona fide counterpart. "
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Features of the Articles of Association:
The articles of association, like the company law, bear the responsibility of adjusting the company's activities. This requires that the shareholders and promoters of the company must be considerate and clearly defined when formulating the articles of association, and cannot make various understandings.
1, legality. Legitimacy mainly emphasizes the legal status, main contents, modification procedures and effectiveness of the articles of association, which are mandatory by law and no company may violate. Articles of association is one of the necessary conditions for the establishment of a company. No matter whether a limited liability company or a joint stock limited company is established, all shareholders or promoters must conclude articles of association and submit them to the company registration authority for registration.
2. authenticity. Authenticity mainly emphasizes that the contents recorded in the company's articles of association must be objective and consistent with reality.
3. autonomy. Autonomy of will is mainly reflected in the following aspects: first, the articles of association of the company, as a code of conduct, are formulated by the company itself according to law, not by the state, and are the result of unanimous expression by the company's shareholders; Second, the company's articles of association is a code of conduct outside the law, which is implemented by the company itself and does not need state coercion to ensure implementation.
4. openness. Opening up is mainly aimed at joint stock companies. The contents of the company's articles of association should be made public not only to investors, but also to the public including creditors.
National People's Congress-People's Republic of China (PRC) Civil Code
Baidu Encyclopedia-Company Law
Baidu Encyclopedia-Articles of Association