Research On Relief System For Defects Of Resolution Of Shareholders’ Meeting

Shareholders’ meeting plays a very important role in the running process of limited liability company and it makes the resolution of the shareholders’ meeting to form the company’s goals.So Company Law of the People’s Republic of China includes a series of rules and regulations in the aspects of opening the shareholders’ meeting and forming the decisions of corporations etc, which will help forming the decisions of corporations fairly and justly. But in practice, there always exist some defects in the operation of shareholders’ meeting. To some extent, those defects damage the interests of shareholders or that of the third party.As a compensation system for the defects of resolution of shareholders’ meeting, Company Blemish Relief System has been widely adopted by many countries in the world. It aims to guarantee the validity and rationality of the decisions made by the general meeting of shareholders so as to protect the benefit of corporations or that of shareholders. It is important to establish Company Blemish Relief System in the decision making of shareholders’meeting to make sure the regular running of corporations under the environment of market economy. Therefore, this paper tries to put up some practical proposals for the improvement of the system, based on the systematical analysis for the relief system for the defects of resolutions of shareholders’meetings, together with the problems from the judicial practice, to find the questions then to analyze and absorb the relative law from foreign or domestic other relevant legislation, to make the system to meet the need of the social development and the judicial practice.This paper divides into four chapters, excepting the Preface and the Conclusion. Mainly:Chapter1:Introduce the basic theory of the defects of resolution of shareholders’ meeting. First, discuss the definition, causes and classifications of the defects of resolution of shareholders’meeting. Secondly, give brief introduction to the remedy method of the defects of resolution of shareholders’resolutions.Chapter2:Discuss the issues of the revocation of resolution of shareholders’meeting. On the one hand, compare the differences between our country and foreign advanced system through the comparison analysis. On the other hand, sum up the reasons of revocable resolution, and on this basis, systematically discuss the remedies of the revocable resolution and the applicable conditions of the different remedies.Chapter3:Discuss the issues of the invalid of resolution of shareholders’meeting. First, introduce the related legislative, judicial and doctrine of different countries, compare the differences between Chinese and foreign advanced system. Secondly, summarize the reasons of invalid resolution, then systematically discuss the remedies of the invalid resolution and the applicable conditions of the different remedies.Chapter4:In connection with deficiency of the present defect and remedy system about the suggestion perfecting the defect and remedy system in our country. Starting from an empirical point of view, analysis the cases related to the defects of the shareholders’ resolutions in recent13years from the Pkulaw Database. Summarize the problems existing in the judicial practice in our country, then put forward a number of recommendations to perfect the Company Blemish Relief System.