Research On Limited Liability Company Resolution Flaws Litigation System

The limited liability company resolution flaws litigation refers to when the resolutionsof the shareholders’ meeting or the board of directors of limited liability company has theflaws of content or procedural, the interested party disagrees with the effectiveness of theresolution may file a lawsuit with the people’s court.The company resolution flawslitigation system aims to guarantee the legality and rationality of the company resolution,so as to balance the benefit of shareholders, the company and company stakeholders. Theflawed company resolution will not only damage the interests of part shareholders andcompany stakeholders, and may even damage the interests of the company, affect thesecurity of transaction, is extremely unfavorable for the normal company governancestructure and the healthy development of market economy, and so should be treated withnegative evaluation. In the current company law practice, the contents of the companyresolution flaws litigation are complex and existing more contentious. Some controversialquestions even beyond the provisions of Article22of “Company Law”, leading to theapplication of the Article22of “company law” in the judicial practice is highly unified. Soit is necessary to study the limited liability company resolution flaws lawsuit system, andprovide the empirical and theoretical basis for the perfection of the system. In thisarticle,mainly through the empirical analysis of the200cases and in combination with therelated theory analysis of the limited liability company resolution flaws litigation system,in order to put forward suggestions to perfect limited liability company resolution flawslawsuit system.This body is divided into four parts: the first part, statistic the types of the companyresolution flaws litigation, the parties, the flawed reasons and the trial results of the samplecase library. The second part, analyze the statistical results of the first part, summed up themain controversial legal problems in the limited liability company resolution flawslitigation, for example, whether or not can institute legal proceedings to confirm thecompany resolution effectively, the controversy of the scope and qualification of theparties, the controversy of the classification of flaw reason, the application of prescriptionand the controversy of litigation jurisdiction, etc. The third part, analyze the theory of thelimited liability company resolution litigation system, firstly summarizes the trialprinciples of the limited liability company resolution flaws litigation, such as the limitation of judicial intervention and generally does not apply the principle of reconciliation, etc,then analysis the types of litigation, think that the litigation of non-existed resolutionsshould be added, and the litigation of confirming the company resolution effectivelycannot be initiated; finally analyzes the application of the litigation guarantee system. Thefourth part, puts forward proposal to perfect the limited liability company resolution flawslitigation system, thinks that the scope and qualification of the parties should be regulated,the controversial flaw reason should be reasonably defined, prescribe the rules ofdistribution of burden of proof and clearly defined the judgments’ effectiveness of all kindsof flaw litigations.