Research On The Defects Of Shareholder General Meeting's Resolutions

The general meeting of shareholders is the highest authority in the company. Personnel appointment and major business decision are generally at the meeting voted by shareholders according to capital majority. Resolution of shareholders' meeting means the company's means that is made at the shareholders'meeting by shareholders according to the shares to exercise voting rights and the majority rule.While in the process of making resolution, there may be defects in the procedure or content, which provides negative legal consequence and infringe the interests of shareholders, other interested patties and the company itself. At present, the relevant research on the defects of shareholder general meeting's resolutions has yet to be further improved. This article, combining with the concrete defect of shareholder general meeting's resolutions, shall set up a study on the reconstruction of defects of the shareholder general meeting's resolutions according to the present theory and legislative practice.This article is divided into the preface, three chapters and the conclusion, each part are summarized as follows:The preface summarizes the significance and necessity the of research on the defects of shareholder general meeting's resolutions, and points out main content of this article.Chapterâ… : This part provides an overview of the defects of the shareholder general meeting's resolutions. According to the theory of legal conduction, by analyzing the legal nature of the resolution and the concept of the resolution, and further clarified the establishment elements and the effective elements of the resolution. This constitutes the theoretical basis of defect resolution. After clarifies the concept of the defects, the article has made a comparative study of legislation system of major countries, which contains two different opinions, dichotomy and trichotomy, and demonstrates the resolution not to be set up is determined which has its independent value. Then, combining with the present condition of our country's"company law", provides a improvement suggestion.Chapterâ…¡:This part analyses the specific circumstances of the defects of the shareholder general meeting's resolutions from procedure and content aspect, in order to construct more reasonable and perfect system of defects of the shareholder general meeting's resolutions. Combining with the present shortcomings of our country's"company law", puts forward a suggestion on the system frame of reconstruction about our defects of the shareholder general meeting's resolutions.Chapterâ…¢: This part mainly researches relief on litigation and non-litigation, which are based on differences in the way of relief. Combining with the present shortcomings of our country's relief system in"company law", provides a improvement suggestion.The conclusion gives a summary about this article, on the basis of the current situation of the legislation of our country's"company law", sets forth a tentative idea of improvement about the defects of the shareholder general meeting's resolutions in our country. The defects of shareholder general meeting's resolutions will be divided into three types which include resolution not to set up, resolution may be withdrawn and resolution was invalid. According to the specific circumstances of defects, specific boundaries and areas of them, at the same time improve relief on litigation and non-litigation in order to establish a perfect system of the defects of shareholder general meeting's resolutions.