| In the company law,“the company’s articles of association have other provisions,from its provisions” such standard deposits are conducive to promoting company autonomy and improving transaction efficiency,but there are also guidelines for the creation of “other provisions” clauses in the company’s articles of association lacking uniformity.The validity of the clauses created by the company’s articles of association is controversial,and there is no uniform standard of validity judgment in judicial adjudication.The deep-seated reason for such problems is that the “otherwise prescribed”autonomy boundary of the company’s articles of association is not clear.The clarification of the autonomy boundary of the company’s articles of association can provide theoretical guidance for the creation of articles of self-government of articles of association and judicial decisions on disputes involving chapters.The “otherwise prescribed” autonomy boundary of the company’s articles of association can distinguish different types of companies,different stages of the articles of association,and different contents specified in the articles of association for comparative analysis.Generally speaking,if the autonomy space of the “other regulations” of the company’s charter is greater than that of the public company,the autonomy space of the“other regulations” of the initial charter is greater than the amendment of the constitution,and the autonomy space of internal matters “other regulations” of the company’s constitution is greater than the external autonomy space for matters,the autonomy space for private legal matters “otherwise provided” in the company is larger than the autonomy space for public law matters.The company’s articles of association “other provisions” norms should be rationalized and applied.Specifically,the “other provisions” clause created in the company’s articles of association should be beneficial to the company’s development,conform to the principle of fairness,and be as detailed as possible.It must not violate mandatory laws,encourage shareholder oppression,or deprive shareholders of their inherent rights.When reviewing the “other provisions” clauses created by the company’s articles of association,the court must intervene prudently and conduct a comprehensive review,and make judgments from the three dimensions of the legitimacy of the relevant resolution process,the fairness of the articles of association,and the purpose. |
