The Normative Function of the Articles of Association and the Doctrinal Limits of Corporate Law Default Rules

Abstract

This article examines a central doctrinal question in Hungarian law relating to business associations: the extent to which company autonomy is permitted within the framework of the default rules established by the Hungarian Civil Code. Following the registration of a company, the study argues that the articles of association serve not only as a contractual arrangement between the members but also as the normative framework that governs the organization and operation of the business associations. This functional transformation means that the articles of association must be interpreted not only through the lens of contractual autonomy, but also in the light of the institutional characteristics of company law. Drawing on comparative aspects, particularly company constitution theory, the article analyses how Hungarian case law identifies the limits of corporate autonomy. It posits that judicial references to mandatory, guarantee-based, and institution-defining rules reflect an underlying doctrinal category comprising organizational rules that safeguard the institutional functioning of companies. Instead of providing an exhaustive catalogue of such rules, the article offers a conceptual framework for understanding the positive limits of corporate autonomy, as well as a doctrinal interpretation of Section 3:4 of the Hungarian Civil Code that more accurately reflects the normative function of the articles of association.