The Research On The Revocable Mechanism Of The Resolution Of The General Meeting Of Shareholders

The resolution of the general meeting of shareholders is characterized with formality and solidity, whose existence and effectiveness is based on the factors of the form and substance. If it is not provided with these factors, the flaws of the formality and solidity in resolutions can be caused, all of which can give a serious blow to the effectiveness of the resolutions. During these flaws, the revocable one of the resolution of the general meeting of shareholders is independent with institution values. A great many countries has set up the revocable mechanism in legislation. According to Article 22 of the newly-revised corporation law of our country, the revocable mechanism of the resolution has been put into effect, which provides the legal basis to the shareholders when they make a lawsuit. It is a further step compared with the one of 1993. The content of this paper includes the nature and the flaw styles of the resolution of the general meeting of shareholders, the standard composing the revocable resolution, the specific reasons and the aid form of the revocable resolution and so on. On the basis of the analysis on these aspects, the flaws of the resolution revocable mechanism of the corporation law shall be dredged up further, meanwhile, innovation thoughts is ought to come up, in order to advance this mechanism go even further.In this paper, the revocable mechanism of the resolution of the general meeting of shareholders is studied in four parts. In the first chapter, the flaws and the aid mechanism of the resolution of the general meeting of shareholders are researched: To begin with, the nature of the resolution of the general meeting of shareholders is discussed, drawing a conclusion that it is quite different from the traditional juristic act, and it is not fit for the general theory of the traditional civil law on the flaws of the juristic act but a kind of fellowship juristic act. Then, in accordance with its nature, flaws resolution can be divided into three independent styles, that is, revocable, non-existence and invalid, during which, the revocable one has the mechanism advantage over the other two. What is more, the flaws mechanism of the resolution of the general meeting of shareholders has been set up in many countries. The ways to aid comprise the following two, redress and lawsuit. In the second chapter, the reasons why it is revocable for the resolution of the general meeting of shareholders are focused on. Firstly, the abstract standard of the revocable resolution is set up, including three ones, that is, the existence of the resolution of the general meeting of shareholders, irregularity of the procedure or peccancy of the resolution, not obvious irregularity of the procedure. Secondly, the specific reasons of the revocable resolution of the general meeting of shareholders are studied combined with the regulation of Article 22 in corporation law, including three aspects to discuss, that is, irregularity of the procedure convoked, irregularity of the ways of statement, and the resolution that violates the regulation of the company. In the third chapter, the paper mainly concentrates on the aid methods on the revocable resolution of the general meeting of shareholders, including two aid methods, that is, judicial remedy and non- judicial remedy. Non- judicial remedy is composed of the following items, that is, to redress the revocable flaws of the resolution with all the members of the committee present, the recall and admit posthumously of revocable flaws of the resolution; while judicial remedy is a vital aid method to the revocable resolution, referring to characteristic, parties, the period of the lawsuit, the effectiveness of the judgment and several special procedure problems. In the fourth chapter, in the light of the advanced experience of the legislation of foreign countries along with the situation of our country, the deficit of revocable mechanism of the resolution of the general meeting of shareholders is analysed, and draw up some solution to make it complete.