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

As the highest power organ in a stock company, the supreme authority of the general meeting of shareholders is an important platform for shareholders to exercise their rights. At the general meeting of shareholders, each shareholder through participates in the voting expressing own meaning, forms the resolution of the general meeting of shareholders according to the capital most definitely principles. The shareholder meeting’s resolution not only restrict the internal behavior of the company, but also have certain effects on the company’s activities. The resolution of the shareholders’ meeting is the embodiment of the company’s collective meaning, as a group legal act, it is an important way to realize the function of the shareholder meeting’s resolution, and also have powerful implications to safeguard the shareholders, especially the rights of minority shareholders, on the other way, to ensure that the company operate lawful. But in practice, the formation of General Assembly resolutions and the convening of the shareholders’ meeting may violate the due process, which in varying degrees undermines the interests of shareholders and relevant stakeholders. So many countries in the world have provided the flaws relief system for Shareholders General Assembly resolutions, article22of the corporate law in China provides the system of defects of shareholder meeting’s resolution and divide the defects of Shareholders General Assembly resolutions into procedural defects and content defects. As the provisions for content defects in China’s current "Company Law" is relatively complete, and also 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.The paper includes the introduction, body, the concluding remarks and the thank words, and the body is divided into four sections.The first part is an introduction. In the introduction part, the paper introduces two cases and issues the cases. By thinking of these cases, author realized procedural justice of the shareholders’ meeting resolution is very important. According to the deficiencies of the relief system for our Shareholders General Assembly resolutions’ procedural defects about our current "Company Law", we proposed to make a few suggestions for the current" Company Law". As well as introduced the purpose of this study, methods and significance. By combing the literature, made an analysis of domestic and foreign doctrine and the legislative status quo.The second part discusses the Shareholders General Assembly resolutions procedural defects. It concerns the nature of the Shareholders General Assembly resolutions, the process of the Shareholders General Assembly resolutions and the forms of the Shareholders General Assembly resolutions procedural defects. And this part laid the theoretical foundation for the research of the legal relief system of the Shareholders General Assembly resolutions procedural defects.The third part, according to China’s current "Company Law", introduces the legislation of the relief system for General Assembly resolutions procedural defects before the promulgation of the current "Company Law", and then analyses the breakthrough of the relief system for our Shareholders General Assembly resolutions’ procedural defects about our current" Company Law" in depth. After that, according to the non-judicial remedies and judicial remedies for the procedural defects of the Shareholders General Assembly resolutions, discusses the deficiencies of the relief system about our current" Company Law".The fourth part, based on the research of the Shareholders General Assembly resolutions procedural defects and the legal remedies in the previous three, makes a few suggestions for the above flaws, on the one hand, improving the non-judicial and the judicial measures, including the consent of all shareholders and withdrawing or ratifying the resolutions, on the other hand, improving the judicial measures, including the following five points:Firstly, adding the appeals about requesting the resolution not being established; secondly, expanding the range of subject of litigation; thirdly, defining the effect scope of defective resolutions; fourthly, forming the system of discretionary and rejection for the revocation of the resolution; fifthly, improving the security system of the revocable action of the resolution of the general shareholders’ meeting.