Research On Defect Of Shareholder Meeting's Resolution In Share-Limited Corporation

Defect of shareholder meeting's resolution is the legal flaw which exists in shareholder meeting's resolution in share-limited corporation and influences its efficacy. The general meeting of shareholder is an important scene where shareholders exercise their stock rights. It has very important functions to embody wills of shareholders and maintain legality and justice of company's movement. In order to protect legality of the general meeting of shareholder and protect interests of numerous shareholders especially minor shareholders indeed, research on system of defect of shareholder meeting's resolution has great theoretical values and practical meanings. Although our new Company Law provides definite rules for judging cognizance of defective resolution and its legal results, it only constructs general structure. Compared with related laws in other countries and districts, it needs further improvement.I mostly apply for researching methods such as enumeration, induction, comparison and normative analysis to discuss related questions about defect of shareholder meeting's resolution in share-limited corporations. Firstly, I probe into the meanings, qualities and efficiencies of resolution of shareholder meeting. Secondly, I set forth the content and efficiency of defect of shareholder meeting's resolution through observing legislation case. Furthermore, I analyze it from four aspects including violating articles of association, law, administrative bylaws and departmental regulations, using a new angle of view. Finally, I try to construct a new remedy system for defect of shareholder meeting's resolution from non-judicial and judicatory way. I put forward some legislative propositions including improving summoning system for shareholder meeting's resolution, adding categories of effect of shareholder meeting's resolution flaws, increasing non-judicial remedy methods in legislation, advancing judicature prior to legislation, perfecting matched lawsuit system, enlarging scope of lawsuit subjects, establishing limitation period, extending range of defective resolution and so on.