Study On The Litigation System Of The Flaws Of The Resolution Of The Shareholders’ Meeting

The protection of minor shareholders’interests is the "company law" the hot issue. The litigation system of the flaws of the resolution of the shareholders’ meeting established by the original intention was to protect the interests of minority shareholders. The litigation system of the flaws of the resolution of the shareholders’ meeting refers to when the resolution of the shareholders’meeting has the flaws of content or procedural, the interested party disagrees with the effectiveness of the resolution may file a lawsuit with the people’s court. In our country, the system was recognized in the law at the first time was revised in 2005, "Company Law" in Article 22. For the old "Company Law", the increase of the system is a big step forward, but there are imperfections in the specific system design. And there is space for improvement in the content and procedures. In practical application, in order to the reasonable use of the system, to achieve fully safeguarding the legitimate interests of a small number of participants, and balance the legitimate interests of company and majority of participants, involved to achieve the effect of the harmonious development of the company and shareholders’interests, the full analysis and research should be conducted on the system. In this article, combined with China’s specific national conditions, putting forward some suggestions for improvement with a view to make the resolution of the shareholders flaw litigation system to play its proper role. Shareholders’ meeting, making up with all the shareholders, is the highest authority and express of intent organ. In China, the authority organ of the limited liability company known as "shareholders’ meeting" and in stock limited company is referred to as "shareholders’ convention". Although there are small differences between them on microcosmic angle, no matter from staff or authority are no essential differences at macroscopical aspect. From corporate governance perspective, there are also no essential difference in both corporate governance structure and function of company operations. There is no special distinguish necessary in the related resolution flaw lawsuit. In order to uniform style, no matter the authority organ of the limited liability company or the stock limited company, they are referred to herein as "shareholders’ meeting" in this article.The body is divided into four parts:The first part introduces the theories of the litigation system of the flaws of the resolution of the shareholders’ meeting. It has made define to the flaws of the resolution of the shareholders’ meeting, and introduces its forms and relief way and based on the resolution of the shareholders’ meeting which leads to the legal consequences of the resolution of the shareholders’ meeting flaws.The second part introduces the practical significance of the flaws of the resolution of the shareholders’ meeting and limit of the court’s intervention. Company shall in accordance with the shareholders’ resolution to carry out various business activities, so it has evolved legal relationship which is inevitable for producing disputes. The litigation system of the flaws of the resolution of the shareholders’ meeting has come into being. It enables the court may intervene in disputes arising due to the flaws of shareholders’ resolution, conforming to China’s economic development and promoting perfection of the company system. It has legitimacy. But, in essence, the company is an autonomous organization. If it claims to deny the resolution of the shareholders random, this will make the original formation of trading relationships become unstable and detrimental to the transaction security. So the litigation system of the flaws of the resolution of the shareholders’ meeting needs to have a certain limit.The third part is mainly through comparative and analysis two typical cases. This leads to the current situation and problems of our shareholders’resolution flaws lawsuit system. Combination of theoretical and practical, it analysis the problems in the system during operation from the qualifications of the subject of proceedings of the resolution of the shareholders’meeting flaws, jurisdiction, aging rules, legal consequences and litigation guarantee system.The fourth part mainly on the third part of the proposed that discusses the author to perfect our resolution of the shareholders’ flaws lawsuit system and gives some suggestions. Limiting the eligibility of both the plaintiff and the defendant of the flaws of the resolution of the shareholders’ meeting. If the resolution does not have established condition then directly recognized as "resolution does not set up". Putting forward the plaintiff shareholder litigation guarantee system and the system of discretion rejected. Thus, saving the cost of justice, and maintaining stable trade. According to the different types of flaws of the shareholders’meeting resolution and putting forward the corresponding remedial measures. Meanwhile, it puts forward innovative views about bearing the cost of litigation of the system of discretion rejected.The conclusion part briefly introduces the significance of this article.