The Shareholders Meeting Resolution System Research

In our country, Since the new company law has been enacted, the defects of the resolution of shareholder meeting has been introduced. Which makes a lot of profits to the theory and practice. However, relating to systems of other countries, ours has lots of defects. The proprietary rights of company and the managing rights of company are separated, the resolution of shareholder meeting is important, so this article make study on this subject.This article has five parts:The first part is about the nature、 classify and efficacy of the resolution of shareholder meeting, and the relationship of capital majority rule and equality of shareholders. The shareholder meeting is top institution of company to making decision, which is the important platform for shareholders to use the voting right、the supervision power and the right to know. The resolution of shareholder meeting is a juristic act made by shareholders according to shares and the rule of captical majority. So the establishment and effect of it is different from unilateral act and juristic act of parties, certain process is important for the establishment of it.The second part is about the classify and efficacy of the defects of resolution of shareholder meeting, representative regulation of other countries are also included. The resolution of shareholder meeting must meet certain condition before being effect, the content of it is must in accord with law and constitution. The defect of the resolution of shareholder meeting takes place on two conditions:one is breaking the compulsive law, the other is breaking the forming process. When the forming process or content is improper, the law will give the act a negative comment on it, which is the defect of shareholder meeting. However, the classify and efficacy of the defects of resolution of shareholder meeting are different from country to country according to different conditions.The third part is about different process and content defects and their effect of different countries. The reasonability and flaw are also discussed.The fourth part is about the relief. Every right must own its relief, so does the right of shareholder. When the defect is on the low level, the non-litigation remedies are allowed on account of efficacy and the meaning autonomous. When the defect is on the high level, a lawsuit can be filed on account of justice.The fifth part is about the flaw of the present system of our country and some advice will be given.