A Study On The Revocable System Of Shareholders Meeting Resolutions

because of the variability and complexity of the situation and the characteristicsof the modern corporations, added to the current lagging legislation, all those have ledto different perspectives in the cases of effectiveness of judicial practice lawapplicable shareholders meeting resolution, which resulting continuously academicand judiciary controversy. The author has also encountered these cases in applyinglaw, but the existing law is too broad and vague, so suggests that we should improvethe provisions of the revocable system of our country’s Company Law.Article22of the Company Law made the clear provisions of the shareholdersmeeting revocable system to prefect the old Company Law which is insufficient onshareholder litigation system, but when the courts applied it in the practical operationwhich highlights the inadequacies of the revocable system in guiding aspects: do notdistinguish the revocable resolution and nonexistent resolution, deletions of thenon-litigation relief system and deficiencies of judicial relief system. Dichotomylegislative model will divide the defect shareholder revolution into revocableresolution system and nonexistent revolution system, and the provisions of ourcountry’s Company Law Article22reflect the deficiencies of the legislative model. Inregard to the relief of revocable system about shareholders assembly resolution, ourcountry only provides that shareholders can file the revocable litigation in the publicrelief way without making any non-litigation relief way of provision, such as thewithdrawal of the resolutions, ratified system and flaw of exemption. Even in thelitigation relief way, shareholders are the only main bodies to file the revocablelitigation, without refining subject qualification and the guarantee system, notproviding the discretionary dismissal system. To perfect the revocable system ofshareholders assembly resolution, the author makes comparative study aboutshareholders assembly resolution legislation model of flaw system in other countries,and introduces non-litigation relief ways and discretionary dismissal system whichhas not been specified in our country’s legislation, combined with our business model of company at this stage, for historical analysis and comparative analysis as the mainresearch methods, thinking that reconstruction the revocable system of shareholdersassembly resolution has been necessary. Firstly, it is suitable for the resolutions of thedefective system of stockholders meeting to adopt the tripartite model in our country.Based on the current legislation, also stipulating the two defective systems: resolutionrevocable system and resolution invalid system, that stipulated stockholders meetingnonexistent resolution system and give the system an independent status; Next,non-litigation relief method can maintain the trade order efficiently, settle thecompany’s operation down, so to structure the non-litigation relief mechanism ofstockholders meeting nonexistent resolution system which brooks no delay; Finally,stockholders meeting nonexistent resolution system stipulates only the method andguarantee system of litigation relief, defines nothing on the above systems, then usesthe legislation of other countries for reference, and introduces the discretion rejectsystem into our country, last reaches the balance of exercising appeal correctly andpreventing the misuse of appeal.