Systemresearch On Legal Relief Of Resolution Flaws Of General Meeting Of Shareholders

Resolution of shareholders' meeting means the company's intent that is made at the shareholders' meeting by shareholders executing their voting power according to the shares that they hold and the majority principle. It is function of shareholders' meeting as sovereign organ.The shareholders' meeting resolution fault means that the procedure or content of the shareholders' meeting resolution breach the law, administration regulation or other standard documents and the article of associations. On the one hand, our current company law on shareholders' meeting resolutions fault is not perfect concerning the relieving measures provision. Many advanced and important system such as the witing form of the right to vote, the shareholder right to vote expelling classification system, the shareholder category to vote system, network to vote system, etc, which was not taken into the provision; on the other hand, insufficiency on resolution of litigation measures as to the fault to the shareholders' meeting, which lacks the maneuverability, and hard to eradicate fault resolution completely. Though the new passing of company law takes into consideration to this problem, and relieving measure to take into account before and after civil procedure to some extent, there exists the unsatisfying and coarseness in the provision. The blank and coarsenesses of the lawmaking certainly will result in practice the fault resolution consequently; it is necessary to draw lessons from the experience abroad and their system, two angles are taken into the detailed provision of relieving measures on the shareholders' meeting before and after civil procedure, thus attaining the legal rights of protecting the medium and small shareholders, carrying out the purpose of equal ownership of the share.This thesis is divided into four parts, the first part covers the basic problem of resolution fault to the shareholders' meeting, involving the concept of resolution fault, affirming the standard, the legal effect that manifestation and fault resolution etc. The shareholders' meeting resolution fault mainly means the resolution procedure and content breaches laws, regulations or the article of associations relatively loosen in affirming the standard, it can't be quite strict; demonstrating the procedure fault, including the calling procedure or resolution method and content fault, then the content violating the law, regulation or the article of associations;effect resolution fault, is invalid or cancelable actually, the assertion should take into the concrete analysis according to the concrete circumstance of the resolution fault.The author puts forward that resolution faults' should follow to keep resolution stability, respect resolution principles procedure and the balance of benefits etc.The third part explores remedies for the defects of resolution. It include the judicial remedies and the non judicial remedies .First explore the non judicial remedies for the defects of resolution and its rationality, distinguishes revocable resolutions from invalid ones, and explores the ways to correct. It discusses in particular the special problem of procedural defect: a shareholders' meeting called by those not entitled, even if all shareholders are present. Then studies the judicial remedies for the defects of resolution, namely the action denying the effect of resolution. It is focused upon the specialty of actions vacating, nullifying and formation-denying resolutions in terms of qualifications of plaintiff, period after which rights expire, etc and the legal consequences of judgment denying the effect of resolution.In the final part, the dissertation combines "company law" of Jan.1st 2006 edition to discuss that the new company law influenced the relief system of defect in the resolution of the general meeting of shareholders. Then reviews China's relief system of flaw in the resolution of the general meeting of shareholders. Comparing relative legislation of other countries, obviously, it is easy to say that China's legislation seems simple. Author presents two reform means in this dissertation, in order to solve the issue, which is improving China's relief system of flaw in the resolution of the general meeting of shareholders. One is systematic construction, which builds an effectiveness estimation system of flaw resolution. The other is judicature reform, which needs exert creative and active ability of judicature.