在公司的日常运作中,股东协议普遍存在并发挥强大作用;尤其在闭锁性公司中,股东协议的运用更加常见,其起到的功能也更重要。甚至有文献提出“协议替代治理现象甚至达到了惊人的地步。特别是对于非公开公司,这种行为模式甚至完全忽略了公司的组织性和程式,在某种程度上已经起到了架空公司法的作用。”~①在我国公司法的司法实践中,对于股东协议,往往将其视为合同,从而适用合同法相关规则处理股东协议的相关问题。那么股东协议究其本质究竟是什么性质?合同 Shareholders’ agreements are ubiquitous and powerful in their day-to-day operations; especially in closed companies, the use of shareholder agreements is more common and their functions are more important. Even the literature suggests that "the phenomenon of alternative governance even reached an astonishing level, especially for non-public companies, which completely neglected the company’s organizational structure and programming, to some extent, has played the role of the Air Corporations Act In the judicial practice of our country’s corporation law, it is often regarded as a contract for the shareholders ’agreement, so as to apply the relevant rules of the contract law to deal with the relevant issues of the shareholders’ agreement. So what is the nature of the shareholders agreement? Contract