论文部分内容阅读
所谓公司越权合同,是指公司超越章程规定的经营范围所签订的合同。根据传统的民法理论,公司作为企业法人,其权利能力与行为能力的范围是一致的。公司从核准登记之日起具有权利能力与行为能力,且其权利能力以其核准登记的经营范围为限。我国《民法通则》第42条规定:“企业法人应当在核准登记的经营范围内从事经营”,《公司法》第11条也规定:“公司应当在登记的经营范围内从事经营”。显然,如果公司超越经营范围从事经营活动、订立经济合同。即属于无行为
The so-called company ultra vires contract, refers to the company beyond the charter of the business scope of the contract. According to the traditional theory of civil law, the company as an enterprise legal person has the same rights and capabilities. The company shall have the power and ability to act from the date of approval of registration and its rights and powers shall be limited to the business scope of its approval and registration. Article 42 of China's General Principles of Civil Law stipulates that: “Corporate entities shall carry on business within the scope of business of which they are authorized to register”, and Article 11 of the Company Law stipulates: “The company shall engage in business within the registered business scope.” Obviously, if the company goes beyond its business scope to engage in business activities, enter into economic contracts. That is no action