Research On Corporate Resolution Flaws Litigation System

Corporate resolution flaws lawsuit means the procedure or content of the corporate resolution breach the law, administrative regulation or other standard documents and the article of the associations that the interested parties can submit a case to the people's court due to the validity of corporate resolution disagreement. Corporate resolution flaws lawsuit system, an international system, which is extensively adopted by various countries and its purpose is to ensure its corporate resolution of legitimacy and rationality, thus balancing the legitimate interests between the company and most participants, and reconciling the shareholder's rights and interests of the company. On January 1,2006, Chinese new "Company Law" began to carry out and the Article 22 of it made specific provisions to the corporate resolution flaws lawsuit system. Specifically speaking, these specific provisions contain subjects of litigation, lawsuit period, the validity of the judgment and the guarantees providing to the company by the shareholders, etc. Compared with the article 111 of Chinese "Company Law" implemented inl994, the Article 22 of new "Company Law" makes great progress. Nevertheless, the new article is relatively easy and has some legal gaps and incomprehensiveness in the provisions. Besides, in practice, people tend to come across some problems not involved with the systems. Combining with Chinese "Company Law" and other countries and regions related laws and regulations, and mostly applying for enumeration method and induction, comparison, standard analysis and other researching methods, this paper deeply analyzes the corporate resolution flaws litigation system, and puts forward some improvement proposals. This paper is divided into three parts.The first part of this paper mainly studies the existing types of corporate resolution flaws litigation in theory, and proposes some suggestions according to provision of aforesaid types stipulated in the new "Company Law". In our country, the corporate resolution flaws litigation contains the resolution invalid lawsuit and the resolution revoked claims. However, I consider that, in addition to the above-mentioned ones, it can be added non-existing resolution lawsuit and damage claims of compensation on the grounds of the causes of resolution defects and different consequences.The second part concerns some aspects of corporate resolution flaws lawsuit involved in practice. Firstly, it is about the subjects of corporate resolution flaws lawsuit litigation which refer to the plaintiff and the defendant and the third person. Chinese "Company Law" prescribes that the shareholders of a company is the sole plaintiff in such lawsuit, moreover, the shareholders can institute a proceeding only in its own name. I holds the idea that, in a sense, the rule is too narrow for the reason that the effectiveness of corporate resolution involving interests of many parties, and the right of action of other subjects will be deprived if we do like that. Therefore, it is necessary to expand the scope of subjects. In addition to the shareholders, the company board of supervisors, supervisors, director, and board can also file corporate resolution flaws claims. The next is about the lawsuit period and the judge's judicial discretion in such cases. At present, Chinese new "Company Law" doesn't make specific provisions to lawsuit period for resolution invalid lawsuit and non-existing resolution lawsuit and damage claims of compensation. Hence, I consider that the lawsuit period shall be based on the civil procedure law explicitly stipulated. Finally, the "company law" makes litigation guarantee system in order to prevent the shareholders from initiating malicious corporate resolution flaws litigation, but it isn't detail enough and deep analysis of it should be carried on.The third part, aiming at corporate resolution flaws litigation system present situation and weakness, offering some shallow proposals relating to corporate resolution flaws remedial system and the problem of protecting bona fide third person. These proposals are likely to further improved China's corporate resolution flaws litigation system.