The role of the articles of association
1. The most important conditions and documents for establishing a company
The establishment procedure of a company begins with the conclusion of the articles of association and ends with the registration of establishment. China's "Company Law" clearly stipulates that the establishment of articles of association is one of the conditions for the establishment of a company; The examination and approval authority and the registration authority examine the articles of association of the company and decide whether to approve or register; The company has no articles of association and cannot be approved for registration.
2. The Articles of Association is the basic legal document to determine the relationship between rights and obligations of the company.
Once the Articles of Association are approved by the relevant departments and approved by the company registration authority, they will become legally effective to the outside world. The company enjoys various rights and undertakes various obligations in accordance with the articles of association, and the behaviors that conform to the articles of association are protected by the state laws; In violation of the articles of association, the relevant authorities have the right to intervene and punish.
3. The basic legal basis of the company's foreign business dealings.
Because the articles of association stipulate the principles and detailed rules of the company's organization and activities, including business objectives, property status, rights and obligations, etc. It provides conditions and credit basis for investors, creditors and third parties to conduct economic exchanges with the company. Anyone who is associated with the company's economy according to the company's articles of association can be effectively protected according to law.
4. The articles of association are the autonomy norms of the company.
As a code of conduct, the articles of association of the company are not formulated by the state, but by the shareholders of the company according to the company law. The Company Law is the basis for formulating the Articles of Association. Because the company law can only stipulate the universality of companies, it is impossible to take into account the particularity of each company.
(2) The Articles of Association is a code of conduct outside the law, which is implemented by the company itself and does not need to be enforced by the state. In case of violation of the Articles of Association, as long as it does not violate laws and regulations, it shall be resolved by the company itself.
(3) As the internal code of conduct of the company, the Articles of Association is only valid for the company and related parties, and is not universal.
Extended data:
Formulate the articles of association
1. The Articles of Association of a limited liability company shall be jointly formulated by the shareholders * * *, and shall be signed and sealed upon unanimous consent of all shareholders. Amendments to the Articles of Association must be approved by shareholders representing more than two thirds of the voting rights.
2. The articles of association of a joint stock limited company shall be formulated by the promoters and passed by more than half of the voting rights held by the subscribers attending the founding meeting; Amendments to the Articles of Association must be approved by more than two thirds of the voting rights held by shareholders attending the shareholders' meeting.
3. If the articles of association of the company lack the above-mentioned necessary items or the contents of the articles of association violate the provisions of national laws and regulations, the company registration authority shall require the applicant to make amendments; If the applicant refuses to modify it, the application for company registration shall be rejected.
Baidu Encyclopedia-Articles of Association
Baidu Encyclopedia-Articles of Association of Limited Liability Company