On The Legal Remedies Of The Procedural Errors Of Shareholders' General Assembly Resolutions

General meeting of shareholders is composed by all the shareholders, and is the company's highest authority. Shareholders General Assembly resolutions, is the company's meaning about company-specific matters, and is formed by the voting of shareholders. In the nature, Shareholders General Assembly resolutions is legal act, and as commercial legal act, has commercial and group properties, that the traditional civil law legal acts (such as contracts, partnership contracts, etc.) do not have, so it is a group legal act in a word. Whether Shareholders General Assembly resolutions is effective depends on the General Assembly's legality and effect, but in practice, the formation of General Assembly resolutions and the convening of the shareholders's meeting may violate the due process, which in varying degrees undermines the interests of shareholders and relevant stakeholders. In order to protect the legitimate interests of the shareholders and relevant stakeholders, many countries have provided the flaws relief system for Shareholders General Assembly resolutions, China's current "Company Law" also stipulates the flaws relief system for Shareholders General Assembly resolutions, and the defects of Shareholders General Assembly resolutions are divided into procedural defects and content defects. Given the provisions for content defects in China's current "Company Law" is relatively complete, and at the same time due to the limited liability company has obvious people combination, the resolutions'defects are prone to adopt through self-government solution, this article only study the issue of the Shareholders General Assembly resolutions'procedural defects of Co., Ltd..In addition to the introduction and conclusion, the body of this paper is divided into four parts.The first part, to overview the basic issues of the Shareholders General Assembly resolutions , concerning the nature of the Shareholders General Assembly resolutions and the process of the Shareholders General Assembly resolutions and other issues. In the nature, Shareholders General Assembly resolutions is a legal act, and has commercial and group properties that the traditional civil legal acts do not have, so we believe that the resolution of the Shareholders General Assembly is a group legal act. The procedural elements of Shareholders General Assembly resolution means that the general meeting of shareholders should to be convened by a person who has the right to convene the meeting and the shareholders attending the meeting must come up to a number of statutory requirements. The second part, to analy the procedural errors of the Shareholders General Assembly resolutions and its impact on the effectiveness of the resolution. Firstly, introduce forms of the resolutions of the the Shareholders General Assembly defects, including the defects of the people convening the meeting, the defects of the procedures of the notification, and the defects of the meeting's esolution method. Then, discuss the affect of the three different types of the General Assembly resolution in detail.The third part, to discuss the legal relief system of the Shareholders General Assembly resolutions procedural defects, which is the core of this paper. Firstly, to show the basic principles of the resolution, and then to discusse the non-judicial remedies and judicial remedies for the procedural defects of the Shareholders General Assembly resolutions. Non-judicial remedies includ the consent of all shareholders, shareholders give up the corresponding rights , and withdrawing or ratifying the resolutions; judicial remedies include the appeals about withdrawing the resolution or requesting the resolution not being established, and to analy the plaintiff, the defendant and the period of the prosecution, as well as the system of discretionary and rejection for the revocation of the resolution and the effect of the two appeals. In addition, this part analies litigation guarantee, litigation preservation, contentious jurisdiction and litigation notice etc.The fourth part, discusses the status quo and perfection of legislation for the relief system of our Shareholders General Assembly resolutions'procedural defects in our country. Firstly, introduces the legislation of the relief system for General Assembly resolutions procedural defects before the promulgation of the current "Company Law", then depthly analies the breakthrough and deficiencies of the relief system for our Shareholders General Assembly resolutions'procedural defects about our current "Company Law". Lastly, makes a few suggestions for the above flaws, mainly including the following four points: Firstly, improving the Shareholders General Assembly resolutions'systems; secondly, improving the non-judicial measures; thirdly, improving the judicial measures; fourthly, defines the relationship between the judicial remedies and non-judicial remedies.