A Study On The Quorum At General Meeting Of Shareholders

As the meaning organ of the company limited by shares, shareholders general meeting form the meaning of the company through democratic decision-making way. And the obvious characteristic of capital collection lead that the democratic decision-making mechanism can only be majority capital deciding. The quorum at shareholders general meeting is the inherent requirement of the majority capital deciding and the basis of democratic resolution. However, the quorum hasn't be stipulated in Chinese Company Law. It is an omission of the present legislation, which cause the mess in corporate governance. To perfect the system of the quorum at shareholders general meeting, the author refers to the advanced countries' legislation, while reviewing Chinese present provision.The thesis contains five parts.In part one, the elementary theory, starting with the democratic decision-making mechanism and the two power separating, the quorum at shareholders general meeting is the basis of democratic resolution and the realizing way of shareholders' voting right. Analysing the established elements of the civil juristic act, the quorum should be the subject element of the juristic act. So the lack of the quorum will make the resolution nonexistent.In part two, investigating overseas matured legislation on the quorum at shareholders general meeting, analyse the advantages and disadvantages of the two legislation pattern. Their experience of protecting shareholders' equality and taking full advantage of the majority capital deciding while preventing it to be abused, should be referenced.In part three, effect of defective resolution of the quorum, isolate the resolution nonexistent from the dichotomy model of the effect on the defect resolution, to form the trichotomy model. The defect of the quorum will make the resolution nonexistent.In part four, the relative system of the quorum at shareholders general meeting, the article analyse the calculation of the quorum and the influence of shareholders' halfway exit. Non-voting shares and interested shares should be excluded while calculating the quorum. The quorum will continue existing once be established, which will not be influenced by shareholders' halfway exit.In part five, the review and construction of Chinese legislation on quorum at shareholders general meeting, there are some shortcomings in Chinese relative legislation, advice establishing the quorum system and the relative system to perfect the resolution system of shareholders general meeting.