公司法是强制性规范和任意性规范的交错结合体,即反映了国家对社会经济生活的规制,也为当事人的意思自治留下了一定空间。公司章程是股东之间的自治规范,又在不同程度上体现了国家意志。对于二者的关系而言,公司法是制定公司章程的基础和依据,公司章程是公司法规范在具体环境下的适用和体现。二者发生冲突时,如何处理它们的效力关系,需要依据不同的价值目标进行抉择。 Company law is a combination of mandatory norms and arbitrary norms, which reflects the state’s regulation of social and economic life, but also left some room for the parties autonomy of purpose. The articles of association of the company are the autonomous norms among the shareholders, which, to varying degrees, embody the will of the state. For the relationship between the two, the company law is the basis and basis for the formulation of the articles of association, which is the application and embodiment of the company law norms in specific circumstances. When the two conflict, how to deal with their effectiveness relationship needs to be based on different value goals to make a decision.