On Legal Research Of Defective Resolution Of Shareholders’ Meeting

General meeting of shareholders is composed by all the shareholders, and is the company’s highest authority. It has an effect on the company, all the shareholders, company operation and management personnel, and the trading party or company which have interests involved with the company. Therefore, the shareholders’ committee resolution must comply with the provisions of the law no matter content or process. If it is in violation of the law or the provisions of the company’s articles of association, it will constitute a flawed resolution, it may not only cause certain damage to the company or its shareholders, but also must be the interests of the damage to the company stakeholders, so the right to relief must be given to the damaged the Aggrieved shareholders or other interested persons. The type of flawed resolution on the legislation in different countries of the world mainly adopts "Dichotomy" and "Trichotomy ". "Dichotomy" is the type of defects which can be divided into revocable resolution and invalid resolution. "Trichotomy" can be divided into invalid, revocable, and non-existent. Flawed resolution in the Corporation Law of China can be divided into “Revocable Resolution” and “Invalid Resolution”, but this simple "dichotomy" cannot meet the needs of judicial practice,it caused chaos in the judicial practice in a certain extent. Therefore, in order to solve various problems of judicial activities in China, the relief system of flawed resolution in shareholder’s meeting must be further improved.Except the introduction and conclusion, the text is divided into four parts, a total of more than 20000 words.The First part is the introduction of a real case, which lead to the question in this article.Through the introduction of the case which Zhang prosecute a limited liability company, raise the relief question of the flawed resolution in shareholders’ meeting.The second part mainly analyzes the resolution that relief for flaws by the shareholders. This part firstly expounds the definition of the shareholders’ resolution flaws, and then the necessity of relief by flawed resolution in shareholder’s committee had been discussed combining with the present condition of the company. Finally, the right as principal and reasons of relief for flaws will be explained.The third part is the exploration of the relief methods in flaw resolution. This part carries on the analysis from two ways of “judicial” and “non-judicial”, it summarizes the ways of relief, and the relationship between the “non-judicial” remedies and “ judicial” remedies are analyzed.The fourth part is the analysis of the current situation, of which the relief system by the shareholders’ committee resolution flaws in the existing law of China, to analysis the relief of the shareholders’ committee resolution flaws in The company law of the Supreme People’s Court, Judicial Interpretation 4(DRAFT), then pointed out the deficiency.The fifth part, combines the experience of foreign legislation on the shareholders meeting resolution flaws relief system, according to the existing problems of the judicial practice in China, put forward the rationalization proposal for the improvement of it.