LW6134 Chinese and Comparative Company Law
practice note Mainland China English summary

Formation Agreement and Articles: Articles First, Agreement as Supplement

设立协议与公司章程的适用关系

Explains the practical rule that articles normally govern corporate-organization matters, while formation agreements may supplement non-conflicting shareholder obligations and non-governance arrangements.

Open source

Brief English Introduction

This record helps students distinguish constitutional governance terms from private founder arrangements. When the issue is internal company governance, the articles generally control; where the issue is a separate founder obligation that does not conflict with the articles, the formation agreement may still matter.

Use It For

Use it for drafting exercises and for disputes where founders try to enforce pre-incorporation bargains after the company has adopted articles.

Teaching Notes

The key question is not simply which document is later in time, but whether the term operates as an organization rule or a private contractual undertaking.