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公司章程范本英文版
公司章程，是指公司依法制定的、規(guī)定公司名稱、住所、經(jīng)營(yíng)范圍、經(jīng)營(yíng)管理制度等重大事項(xiàng)的基本文件，也是公司必備的規(guī)定公司組織及活動(dòng)基本規(guī)則的書(shū)面文件。以下是小編為大家整理的公司章程范本英文版相關(guān)內(nèi)容，僅供參考，希望能夠幫助大家！
公司章程英文版1
The Article Of Association of Guangdong XXX company of limited libiability
(drafted by lawyer LuYu)
Chapter 1 General Principles
Article 1 The article is formulated according to the provisions of china-foreign cooperative enterprises law of people's republic of china(hereinafter refered to as cooperative enterprises law), Company Law of the People's Republic of China(hereinafter refered to as company law) and other relevant laws and administrative regulations.
Article 2 Where the Article Of Association conflicts with the provisions stipulated by the state laws and regulations, such provisions shall apply.
Article 3 The Type of Business is limitied liability company jointly invested by investors from mainland of China and Hong Kong, Macao and Taiwan province.
Chapter 2 the title and the domicile of the company
Article 4 The title of the company is Guangdong XX company of limited libiability(hereinafter refered to as the company) .
Article 5 The domicle of the company shall be
Chapter 3 Business scope
Article 6 The business scope of the company is limited in ……….
Chapter 4 The total investment and the registered capital
Article 7 The total investment of the company is ……HK dollars and the registered capital is …HK dollars.
Chapter 5 the name (or title) of the company and the registered place
Article8 The two collaborators of the company are:
(1) The……company (hereinafter referred to as party A) registered in china with a legal representative named ……, and which is domiciled in ………with a business license numbered ………
(2) The……company (hereinafter referred to as party B ) registered in Hongkong with a authorized signatory named ……, and which is domiciled in ………with a business license numbered ………
Chapter 6 The Type Of Investment Or Conditions for Cooperation and the corresponding time limit
Article 9 The type of investment or Conditions for Cooperation and the corresponding time limit shall be:
(1) The party A shall be responsible for going through the formalities of transportation permit for the vehicles and corresponding responsibilities.
(2) The party B makes its captical contributions by contributing RMB XXX yuan in currency and by contributing non-currency property as material objects which takes up XX percent and XX percent of the total registerd capital respectively. The said captical contributions shall be Fully paid once in six months after the establishment of the company.
Article10 The conversion between the foreign currency conducted as the registered captal and RMB or between different kinds of foreign currency shall be accounted according to the middle price of the exchange rate, made known to the public by the central bank, of the day on which the investment is made.
Article 11 The Chinese and foreign partners shall perform the obligations of making a full contribution and providing cooperation conditions as scheduled according to the provisions of the laws and regulations and the agreements of the contract. Where either of the parties fails to perform the contributive obligations the Administration Bureau for Industry and Commerce shall set a restricted duration for them to perform and the examination and approval authorities shall handle and punish it where it fails to ferform during the restricted period in accordance with relevant regulations of the state.
Chapter seven Equity Transfer
Article 12 The permit and the approval shall be obtained from the other party and the examination and approval authorities before where the transfer will occur between the parties and between one party of the cooperators and a third party and such transfer shall go through a formality of change registration.
Chapter 9 Organizational Structure
Article 13 The cooperative company shall has a board of directors which is the organ of power making decisions on the major issues in accordance of the article of association of the company.
Article 14 The board of directors shall be composed of three persons, two of them shall be appointed or replaced by party A and the other one by party B. Each service term for a director may not exceed 3 years and the director may continue to serve his post if he is re-appointed by the relevant party upon the expiration of his term.
Article 15 The meeting of the board of directors shall be convened at least once a year and the meeting shall be convened and presided over by the chairman of the board, where the chairman can not perform the duties for special cause the chairman shall appoint a vice chairman or one of the other members of the board to convene and preside over the meeting. The meeting may be convened upon proposal made by directors presenting more than one-third of directors of the board.
The meeting of the board of directors can be held only when more than two-thirds of the directors attend. And an authorized man shall be entrusted in writing form by the absent director to attend and vote as the representative of him. Any decision made by the meeting requires affirmative votes by more than half of all the directors. Where a director who neither attends nor entrusts a delegate to attend the meeting shall be deemed as having attended the meeting and waived his right of voting in resolving.
A notice shall be made to all the directors ten days before the meeting is convened.
The meeting of the board of directors may make decisions by means of communication.
Article 16 Any of the following resolutions may be adopted only when a affirmative votes is made by all of the directors presenting the meeting.
(1) to adopt resolutions on amending the articles of association of the company;
(2) to adopt resolutions on the increase or reduction of the registered capital of the company;
(3) to adopt resolutions on dissolving the company;
(4) to adopt resolutions on setting a mortgage on the assets of the company;
(5) to adopt resolutions on matters such as merger, division and transformation of the company;
(6) to adopt resolutions on other matters agreed by the parties.
Article 17 The board of the directors has one chairman delegated by party A and has two vice chairman delegated by party B. Each service term for them may not exceed 3 years and the director may continue to serve his post if he is re-appointed by the relevant party upon the expiration of his term.
The chairman of the board shall be the legal representative of the company.
Article 18 The company has a general manager who is in charge of the daily affairs of the company operation and management and shall report to the board of directors. The general manager shall be appointed and dismissed by the board.
Appointed by the board of directors the directors may hold a concurrent post as the general manager or other senior officer.
The board of the directors may adopt a resolution on dismissing the general manager and other senior officers if they are unfit for the job, conduct malpractices or neglect their duties. And they shall bear legal liabilities according to the law where any loss is caused thus.
Article 19 The company has no board of supervisors but has two supervisors, delegated by party B, whose service term may not exceed 3 years but they may continue to serve his post if he is re-appointed by the relevant party upon the expiration of his term. Here the directors, senior officers or the finance manager may not hold a concurrent post as a supervisor.
Article 20 The supervisors shall exercise the following functions and powers:
(1) to check the company fiance;
(2) to supervise the conducts of implementation of the company office of the directors and the senior officers, and to put forward the proposal of removal where a director or a senior officer breaches the law, administrative regulations or the articles of association.
(3) to ask the directors or senior officers to rectify their conducts where the conducts of the directors or senior officers cause damage to the company.
(4) to bring an action against the directors or senior officers according to the provisions of the article 152 of the company law;
The supervisors may sit in the meeting of the board of directors and may bring up a interpellation or a proposal to the resolutions adopted by the booard of the directors.
Article 21 The qualifications for the position of directors, supervisors and senior officers shall meet the requirements stipulated(provided) by the company law.
Chapter 8 The Share Of The Incomes, Products, Risks And Losses
Article 22 The style of the cooperative enterprise shall be a company if it meets the qualifications of a Chinese legal person. The parties of the cooperation shall be liable for the company’s debts to the extent of their respective investment or the cooperative conditions except as otherwise agreed by the contract.
Article 23 The share of the parties of the incomes, products, risks and losses shall be ………………………………….
And the party B shall pay the party A, on the basis of the number of the vehicles obtaining the entrance permission, a fixed profit per vehicle monthly.
Chapter 9 The duration, dissolving and liquidation
Article 24 The duration of the cooperation shall be XXX years which shall be counting from the date when the business license issued.
Article 23 If both of the parties agree to extend the duration of cooperation, an application shall be submitted to the examination and approval authority 180 days in advance before the expiration of the contract after the a resolution to the matter has been adopted by the board of directors.
Article 25 The cooperative company may be dissolved for any one of the following reasons:
(1) the term of cooperation expires;
(2) the cooperative company suffers serious losses in operation or incurs a big loss for force majeure and thus makes it difficult to continue the operation;
(3) it is difficult for the cooperative company to continue the operation for one or more parties fail to perform the obligations provided by the contract or the articles of association;
(4) any other causes for dissolution prescribed by the cooperative contract or the articles of association has occurred;
(5) or the cooperative company has been ordered to terminate for the reason of breach of the laws or administrative regulations.
Article 26 A liquidation procedures shall be carried out when the term of the cooperative company expires or when it is dissolved in advance. The assets of the cooperative company shall be distributed by the cooperative parties according to the agreements of the contract.
An application for company de-registration shall be submitted to the administrative agency for industry and commerce where the cooperative company expires or dissolves in advance.
Chapter 10 Supplementary Provisions
Article 27 The matters such as herein not referred to, shall under the govern of the laws and administrative regulations of the people’s republic of China.
Party A (signature and seal):
Date:
Party B (signature and seal):
公司章程英文版2
Limited liability company charter (reference format) Chapter One of the first basis of the "PRC Company Law" (hereinafter referred to as the "Company Law") and related laws. regulations, jointly funded by the other side to set up a limited liability company (hereinafter referred to the company) is specially formulated charter. Second of all provisions of the Constitution and laws, regulations, rules and regulations are inconsistent with the law and regulations, the provisions of the regulations. Chapter 3 of the company name and company name : home. Home : 4. Chapter 5 of the operating company business areas : (Note : Under actual conditions specific to fill. ) Chapter IV of the names of the registered capital of the company and shareholders (name) basis, amounts of capital to finance the sixth time : 10,000 yuan of registered capital of the company. Seventh shareholders of the name (name), and shall be contributed by the investors subscribe to the investor, the investor as follows : subscribe to the established names of the shareholders (the deadline for registration of changes) when the amount actually paid by installments financed financed financed means the amount of time the investor financed investment means investment amount of time together currency means the investor time investor funds (Note : companies, first of all shareholders registered capital amounts to no less than 20%. have a registered capital of no less than the statutory minimum, and the rest by shareholders since the company paid up within two years from the date of establishment; investment companies which can be paid up in five years. Currency investors all the shareholders in the amount of registered capital of no less than 30%. Please fill in the table according to the actual situation. to pay more than two-frequency period. continued to fill the basis of the actual situation in the table. One person should be the first to pay the full amounts of capital Ltd.), the agency created by Chapter V, terms, Rule 8 of shareholders by all shareholders, is the authority to exercise the following powers : (a) The company's operating policies and investment decisions; (b) Election of the workers and representatives of non-replacement of the directors supervisors, the Board of Directors decided that the board remuneration; (c) Consideration of approval of the board of directors (or executive director); (4) consideration of approval of the board or the board of supervisors; (5) Consideration of approval of the annual financial budget plan accounts; (6) examined and approved the profit distribution plan and make up the losses; (7) to reduce or increase the registered capital of the company; (8) to make the issue of corporate bonds; (9) of the merger, separation, dissolution, liquidation or change in the form of the company; (10) to amend the company's charter; (11) other functions. (Note : by the shareholders to determine. If shareholders do not this provision shall be specified) 9 shareholders will be funded from the first meeting is convened and presided over the largest shareholder. 10th meeting of the shareholders will exercise their right to vote by the shareholders in accordance with the license. (Note : In accordance with this section to determine which shareholders may exercise the right to vote) 11 shareholders meeting will be divided into regular and ad hoc meetings. Held a shareholders meeting to be held on the 15th session of the notice to all shareholders. (Note : this section may be time to determine shareholders) by regular meetings (Note : by the shareholders to determine) held regularly. Represent 10% of the voting shareholders, more than one third of the directors, Board of Supervisors or the Board of Supervisors (not at the board of supervisors) proposal to convene a provisional meeting should be convened ad hoc meetings. 12 shareholders meeting convened by the board of directors, the chairman of the Chair; chairman is unable to perform his functions or failed to discharge their duties, the vice-Chair; vice chairman is unable to perform his functions or failed to discharge their duties, the directors elected a director more than half of the Chair. (Note : no board of a limited liability company. shareholders will be convened and chaired by the Executive Director. ) board of directors or executive director is unable to perform or not to perform the duties of convening meetings of shareholders. by the company's board of supervisors or board of supervisors is not convened and chaired; not convened and chaired the board of supervisors or the Board of Supervisors. 10% of the voting rights on behalf of their own shareholders, convened and chaired. 13th meeting of the shareholders to amend the company's charter to increase or reduce its registered capital, as well as company mergers, separation, dissolution or change in the form of companies, representing more than two-thirds of the voting shareholders to be passed. (Note : the other shareholders will be shareholders of the rules and voting procedures to determine) the 14th of the company, the board of directors members, by the produce. Directors, the term of office and may be re-elected. Chairman of the Board of Trustees established, vice chairman, from the produce. (Note : the shareholders to determine chairman and vice chairman of the way), the 15th of the following terms : the exercise of the Board (a) The shareholders will be convened to shareholders report; (b) the implementation of the resolutions of shareholders; (c) approval of the company's business plan and investment program; (4) Development of the annual financial budget plan accounts; (e) the profit distribution plan and make up the losses; (6) companies to increase or reduce its registered capital and the issuance of corporate bonds; (7) the enactment of the merger. separation of a company changes, the dissolution of the program; (8) the decision to set up internal management; (9) to appoint or fire the managers and their remuneration, and the hiring or firing decisions based on the nomination Manager Assistant Corporation, in charge of financial matters and their remuneration; (10) formulated the basic management system; (11) other functions. (Note : by the shareholders to determine if shareholders are not required to make specific provision should be d) (Note : shareholders of a small number of limited liability company or a smaller scale, can be an executive director. no board of directors. determine the terms of executive directors by shareholders. ), the 16th meeting of the Board convened and presided over by its chairman; chairman is unable to perform his functions or failed to discharge their duties, convened and chaired by the vice chairman; vice chairman is unable to perform his functions or failed to discharge their duties, directors elected by more than half, convened and chaired by a director. 17 of the board vote, one person, one vote. Board rules and voting procedures. (Note : by the shareholders to determine) the 18th manager of the company set up by the board of directors to appoint or fire. Manager of the board of directors to exercise the following powers : (i) the production and operation management. organization and implementation of the Board of Trustees; (2) organizing and executing annual business plans and investment companies; (c) the development of internal management and institutional arrangements; (4) the development of the company's basic management system; (E) the specific regulations; (6) drew the appointment or dismissal companies Assistant, chief financial officer; (7) The Board shall appoint or fire except hiring or firing decisions outside of the management; (8) other functions conferred by the Board of Trustees. (Note : The above may be content to determine shareholders) managers to attend meetings of the board of directors. Article 19 of the company board of supervisors members, the board of supervisors established a President, elected by a majority of the entire board. Representatives of the shareholders and the board of supervisors, the ratio of workers : supervisors. (Note : by the shareholders to determine. However, the proportion of workers not less than one-third) of the board for a term of three years each term expires. be eligible for re-election. (Note : smaller companies with fewer shareholders specifications can be set from one to two board members) 20 board of supervisors or the exercise of the following terms : (1) Inspect corporate finance; (2) of the directors, senior management officer in the execution of their duties to monitor the actions of the company. in violation of laws, administrative regulations and the constitution of the shareholders or directors and the removal of senior management personnel; (c) When the directors, senior management staff will harm the interests of the company, asked directors, senior managers be corrected; (4) the proposal to convene a provisional shareholders meeting the Board does not fulfill the provisions of this law will be convened and presided over the shareholders meeting, convened and chaired duties shareholders; (e) submit proposals to shareholders; (6) In accordance with the provisions of Article 152 of the "Company Law" to the directors, Senior management institute legal proceedings; (7) Other terms. (Note : by the shareholders to determine if shareholders are not required to make specific provision should be d) to attend a meeting of the Board of Supervisors can. At least the 21st annual meeting of the board of supervisors, the board can propose to convene a provisional board meeting. Article 22 The board of supervisors adopted the resolution should be approved by more than half. Board rules and voting procedures. (Note : by the shareholders to determine) Article 23 of Chapter VI, chairman of the company's legal representative for the company's legal representative. (Note : But also executive director or manager) for a term of years, by election, the expiry of the term of office and may be re-elected. (Note : by the shareholders to determine) shareholders Council under Chapter VII of the other issues that need to be between 24 shareholders mutual transfers some or all of its investment. Article 25 of the shareholders to shareholders other than the transfer of ownership should be agreed by a majority of other shareholders. Shareholders on the transfer of its shares to other shareholders to solicit written consent. other shareholders receiving written notice on the 30th day of the month following the expiration of a reply, as agreed to the transfer. More than half the other shareholders do not agree to the assignment, the shareholders do not agree to the transfer of ownership should be purchased; Not to buy. considered to have consented to the transfer. After the shareholders agree to the transfer of shares in the same condition, the other shareholders in a pre-emptive. Two or more shareholders exercise their right of pre-emption proposal, in consultation with their respective proportion of the purchase; Failure. According to the license transfer exercise their right of pre-emption. (Note : The above content can be determined by the shareholders to transfer the shares. ) 26th deadline for the turnover of the company, Since the company calculated the date of the issuance of business licenses. Article 27 is one of the following cases, Company liquidation team shall be liquidated within 30 days of the end of their own authorities to cancel the registration of registered companies : (a) The company was declared bankrupt. (2) the expiration of the period stipulated in the articles of the business or other dissolved matter stipulated in the articles appeared. However, the company continued to exist except to amend the company's charter; (c) one shareholder resolution to dissolve the limited liability company or the shareholders dissolved; (4) according to the suspension of a business license, or order the closure was revoked; (5) The Court will be dissolved; (6) laws, administrative regulations dissolved the other cases. (Note : In addition to the above provisions of this chapter as shareholders under the relevant provisions of the "Company Law". together with other elements that need to be specified in the records. ) Chapter 8 of the 28 companies were registered in the company registration office approved later. Twenty-one copies of the Constitution, and they shall be reported to a company registration office. All shareholders handwritten signature, date stamped :
拓展：公司章程的作用
1、落實(shí)公司法關(guān)于公司組織、公司行為準(zhǔn)則或其他法律事項(xiàng)的基本要求。
毋庸質(zhì)疑，公司屬于商法人，是市場(chǎng)經(jīng)濟(jì)活動(dòng)中最重要的一類主體。然而現(xiàn)實(shí)中，幾乎每個(gè)公司都有自己的特殊性，對(duì)公司具體的組織或行為規(guī)范，公司法除了原則性的基本要求規(guī)定外，不可能對(duì)具體公司的組織和行為作出規(guī)定，而只能通過(guò)具體公司的公司章程來(lái)規(guī)定，即必須通過(guò)《公司章程》來(lái)落實(shí)公司法相關(guān)規(guī)定之內(nèi)容。
2、彌補(bǔ)公司法規(guī)定之不足，實(shí)現(xiàn)具體公司制度的創(chuàng)新要求。
關(guān)于公司章程，公司法除了要求基本的強(qiáng)制性條款內(nèi)容外，還賦予其大量的任意性條款規(guī)定內(nèi)容。也就是說(shuō)，凡是公司法或其他法律法規(guī)沒(méi)有作出具體規(guī)定或沒(méi)有作出禁止性規(guī)定的內(nèi)容，公司章程都可以進(jìn)行規(guī)定，如關(guān)于公司治理結(jié)構(gòu)中關(guān)于公司內(nèi)部管理機(jī)構(gòu)設(shè)置、董事長(zhǎng)和副董事長(zhǎng)產(chǎn)生辦法、董事任期、董事會(huì)或監(jiān)事會(huì)的議事方式和表決程序、總經(jīng)理的職權(quán)、股東的表決權(quán)等事項(xiàng)規(guī)定，關(guān)于公司的股權(quán)結(jié)構(gòu)安排、股權(quán)轉(zhuǎn)讓、從業(yè)經(jīng)營(yíng)等事項(xiàng)規(guī)定。公司章程中對(duì)此方面內(nèi)容之具體規(guī)定，不僅彌補(bǔ)了公司法規(guī)定之不足，而且能夠?qū)崿F(xiàn)公司制度之創(chuàng)新要求，為現(xiàn)代化企業(yè)制度的建立創(chuàng)設(shè)綱要。
3、能夠平衡與公司相關(guān)的各方主體利益，實(shí)現(xiàn)公司內(nèi)部和諧與外部和諧的統(tǒng)一。
公司作為市場(chǎng)經(jīng)濟(jì)條件下的存在物，其存在必然涉及公司股東、管理者和員工、公司債權(quán)人、國(guó)家和社會(huì)公眾等各方群體的利益。盡管公司章程是由公司股東或設(shè)立者制定的，其所反映的主要是公司股東的意志，體現(xiàn)公司經(jīng)營(yíng)為公司股東謀取收益的現(xiàn)實(shí)需求，但正如國(guó)家法制相對(duì)于國(guó)家治理一樣，公司章程內(nèi)容必須平衡公司股東、管理者和員工、公司債權(quán)人、國(guó)家(指公司必須合法經(jīng)營(yíng)、接受政府監(jiān)管)和社會(huì)公眾(指公司必須維護(hù)消費(fèi)者利益，承擔(dān)保護(hù)環(huán)境、安置就業(yè)等社會(huì)責(zé)任)等各方群體的利益，實(shí)現(xiàn)公司內(nèi)部和諧與外部和諧的統(tǒng)一。對(duì)違反國(guó)家法律或行政法規(guī)之強(qiáng)制規(guī)定的公司章程內(nèi)容，法律自然不會(huì)準(zhǔn)許或保護(hù)。
通過(guò)章程自治實(shí)現(xiàn)公司自治，這也是新公司法對(duì)于公司章程功能和作用的定位。具體地說(shuō)，公司章程的功能和作用主要表現(xiàn)在：
1、鼓勵(lì)投資，提高效率，降低公司設(shè)立的門(mén)檻。
公司的設(shè)立條件影響到市場(chǎng)準(zhǔn)入，尤其是苛刻的公司資本制度等強(qiáng)制性要求，將極為打擊廣大投資者的投資熱情，限制了市場(chǎng)主體的數(shù)量，對(duì)市場(chǎng)機(jī)構(gòu)和經(jīng)濟(jì)發(fā)展不利，最終將影響公司法“促進(jìn)社會(huì)主義市場(chǎng)經(jīng)濟(jì)發(fā)展”之立法目的的實(shí)現(xiàn)�；诖耍档凸煞萦行Ч竞陀邢挢�(zé)任公司注冊(cè)資本最低限額外，在施行注冊(cè)資本分期繳納時(shí)，公司法允許用公司章程規(guī)定出資時(shí)間;在有限公司，可以用章程規(guī)定不按照出資比例分取紅利或者不按照出資比例優(yōu)先認(rèn)繳出資，可以用章程規(guī)定股東不按照出資比例行使表決權(quán);這些都是鼓勵(lì)投資和公司自治、提高市場(chǎng)效率、促進(jìn)公司法立法目標(biāo)實(shí)現(xiàn)的有效制度設(shè)計(jì)。
2、提升公司治理水平，鼓勵(lì)管理創(chuàng)新。
公司的創(chuàng)新不僅體現(xiàn)在產(chǎn)品的'創(chuàng)新上，更體現(xiàn)在公司管理體制層面的創(chuàng)新上。公司章程在公司治理中具有十分重要的制度架構(gòu)能力。在以往的公司運(yùn)作實(shí)踐中，公司章程往往成為形式化的公司文件，其內(nèi)容千篇一律，導(dǎo)致公司內(nèi)部的制度結(jié)構(gòu)“千人一面”，沒(méi)有發(fā)揮章程應(yīng)有的功能。在公司的治理結(jié)構(gòu)層面，新公司法允許通過(guò)公司章程進(jìn)行公司自己的治理結(jié)構(gòu)安排：可以由公司章程規(guī)定由董事長(zhǎng)、執(zhí)行董事還是經(jīng)理?yè)?dān)任法定代表人;對(duì)于股東會(huì)、董事會(huì)的議決程序，除法律有規(guī)定的以外，可以由章程規(guī)定;經(jīng)理人的權(quán)限可以由章程來(lái)規(guī)定;有限責(zé)任公司可以用章程規(guī)定不按照出資比例行使表決權(quán);公司可以用章程規(guī)定不按照出資比例分紅，等等。
3、保護(hù)公司、股東和債權(quán)人的合法權(quán)益，尋求利益主體權(quán)利沖突的平衡點(diǎn)。
公司章程的此項(xiàng)功能是公司法的立法目的之一，也與公司法的性質(zhì)認(rèn)定密切相關(guān)。誠(chéng)然，公司法滲透著國(guó)家強(qiáng)制和國(guó)家干預(yù)的因子，其中有強(qiáng)制性規(guī)范或禁止性規(guī)范，也強(qiáng)調(diào)商人對(duì)公司法的強(qiáng)制性規(guī)范和禁止性規(guī)范的遵守，違反這些規(guī)范時(shí)要承擔(dān)相應(yīng)的法律后果，但是，無(wú)論公司法的強(qiáng)制性規(guī)范或禁止性規(guī)范有多少，公司法的首要性質(zhì)仍然是其私法性而非公法性，私法性是公司法的本質(zhì)特性，公法性只是公司法的非本質(zhì)特性，強(qiáng)調(diào)公司法的公法性只是為了確保公司法的私法性的實(shí)現(xiàn)，而不是取代公司法的私法性。因此，公司法的私法性質(zhì)決定其要以保護(hù)公司、股東和債權(quán)人的合法權(quán)益為己任。但是，公司法對(duì)上述利益主體的保護(hù)性規(guī)定過(guò)于原則，因此對(duì)股東等主體的合法權(quán)益的保護(hù)需要公司章程加以具體化，需要公司章程提供權(quán)益受侵害時(shí)的救濟(jì)方式。也就是說(shuō)，公司法在自身貫徹該理念時(shí)，也把這一任務(wù)賦予了公司章程，使兩者共同承載了這一使命。
為實(shí)現(xiàn)公司章程的功能，新公司法通過(guò)兩個(gè)途徑為之，即以明確和隱含的方式肯定了章程的自治。一方面，弱化和取消了許多強(qiáng)制性的規(guī)定，代之以賦權(quán)性或者倡導(dǎo)性規(guī)范。另一方面，明確賦予了公司章程更多的自主權(quán)。為鼓勵(lì)公司自治，在公司章程和股東協(xié)議不違反公司法中的強(qiáng)制條款之前提下，法律允許公司及其股東對(duì)公司章程作出個(gè)性化設(shè)計(jì)，自由規(guī)范公司內(nèi)部關(guān)系。因此，在一定意義上，公司章程功能的真正實(shí)現(xiàn)即預(yù)示著公司自治時(shí)代的開(kāi)啟。
綜上，公司章程的價(jià)值在于其內(nèi)容具體、針對(duì)性強(qiáng)、操作性強(qiáng)。如果只是簡(jiǎn)單照抄照搬公司法的規(guī)定，公司章程就失去了應(yīng)有的價(jià)值和存在的必要性。
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