What 公司章程 means
The articles cover items such as company name, business scope, registered capital, shareholder contributions, governance bodies, voting procedures and appointment of the legal representative. They operate alongside mandatory rules in the Company Law.
Foreign investors should not treat the articles as a filing form. They can affect voting thresholds, appointment rights, transfer procedures and authority, and should align with any shareholder or joint-venture agreement.
Where you see the term
Translation note
“Articles of association” is the standard corporate-law translation. “Company constitution” can be explanatory but is less common in PRC transactional documents.
Primary legal basis
Example
A JV contract gives one investor a nomination right, but the filed articles do not reflect it. The mismatch becomes a governance risk when directors are changed.
Primary authorities.
18 Sep 2026