The Study Of The Shareholders’ Meeting Resolution Flaw

The company cannot make and express declaration of will like a natural personbeceuse of the lack of relevant organ, even it exists as a independent legal person.Thus, general meeting of shareholders comes into being with the function ofcompany’s organ of authority. As the highest powerful organ of the company, thegeneral meeting of shareholders execute its declaration of will to make decision onmajor issues and keep the company under well operation and control by theshareholders’ meeting resolution. The shareholders’ meeting resolution is a legal actwith the formation of company’s will which refers to that the shareholders exercisevoting rights according to their holdings of shares with the principle of “capital of amajority vote”, in the shareholders’ meeting for specific matters. The shareholders’meeting resolution can be considered as the effective will and have its legalconsequences when the procedure and content of the resolution of the shareholders’meeting are in accordance with the prevailing laws, regulations and articles ofassociation. On the contrary, if the procedure or content of the resolution aredefective, there is an impact on its effectiveness, which is known as the shareholders’meeting resolution flaws.The full thesis is divided into four parts except introduction and conclusion.Thefirst part discusses the nature of the shareholders’ meeting resolution and confirm thatthe shareholders’ meeting resolution is a legal act. Make comparative analysis of theory controversy about the nature of the resolution of the shareholders’ meetingbetween “legal act theory”or “declaration of will theory”. Point out the defects of"declaration of will theory" and the rationalities of "legal act theory". The second partis an overview of the shareholders’ meeting resolution flaws, involving legalconsequence and the types of defects. In most countries, the resolution flaw of thecorporation is divided into three types of legal consequence: invalidity, revocation andinexistence, or two types of legal consequence: invalidity and revocation. It isgenerally said that the "rule of dichotomy" has substantial defects on the base of thenature of the legal behavior. Take it into account, this thesis makes in-depth analysisof the inexistence type, involving constitutive elements, types, essence and so on, thenpoint out that the "rule of dichotomy" and the "rule of trichotomy " are bothreasonable but not comprehensive enough. After that the paper discusses the maintypes of defects in procedure and content. The third part is the remedy of theshareholders’ meeting resolution flaw, including the common means of thenon-judicial way and the judicial way in the world. In the fourth part, introduce thelegislative status of our country and indicate that China’s legislation in this area stillappears to relatively simple, there are still shortcomings, like that the non-judicial wayis too single, the classification of the judicial relief way is too machinery, the scope ofthe plaintiff is too vague and narrow and so on. To recommend the opinion ofimprovement on the remedy system to the defected resolution on the basis of theanalysis of other countries and regions’practice combined with China’s actualsituation.