The Research Of The Shareholders Meeting Resolution Flaw System

The company’s highest authority is the General’s meeting of shareholders. The decision to make for the company all the major personnel.appointment and major business generally need to shareholders by shareholders according to "the capital majority" principle. The resolution of the shareholders’ meeting is through in the company shareholder meeting, in accordance with the shares by shareholders to exercise the right to vote and in accordance with the principle of the majority of the formation of the company. In the course of the formation is the resolution of the general meeting of the shareholders, may exist flaws of procedure or the content, Lead the situation of resolution can not play the role effectively, The resolution of the potency will suffer negative evaluation of law. The resolution of the shareholders general exist flaws, How to evaluate its effectiveness, how to relief the aggrieved shareholders, on these issues in-depth study has important theoretical and practical significance. To make sure the company’s normal operation, avoid from the influence of defective resolution, establish and improve the resolution flaws relief system is becoming imperative.The fair of resolution of the General Assembly Shareholders, the legitimate decision of the company, all important significance to protect the rights of shareholders. At the same time, this also helps prevent big shareholders self-interest of controlling stockholders to sacrifice the interests of the small shareholders. This assay is a concrete defects for the case of resolution of the general meeting of shareholders.According to the existing theory and Practice Research of defects of shareholder meeting’s resolution effect.This assay’s structure is divided into six chapters.The first chapter is the instruction. This chapter is the background introduction; the aim of the research significance of the validity system of defects of shareholder meeting’s resolution, the methods of research states and research ranges.The second chapter is a summary of the system of defects of shareholder meeting’s resolution The defects of shareholder meeting’s resolution refers to the resolution of the general meeting of shareholders resolution process and content appeared not to comply with the mandatory provisions of the law or in violation of the provisions of the articles of association of the company. There are flaws in the process of the resolution of the shareholders meeting or in the content of the resolution, effect on the whole resolution impact. Manifestation of the defects of shareholder meeting’s resolution, mainly in two aspects the procedure and content. Expression of procedural flaws includes convening procedure flaw and the resolution method flaws; expression of the content flaws is including resolution of violation the law and administrative regulations, violation of the bylaws of the company’s resolution. There are three types in the defects of shareholder meeting’s resolution, the three types are revocable resolution, resolution invalid and the resolution is not established.The third chapter is the shareholders meeting resolution revocable system research. The shareholders meeting resolution revocable defect resolution is important for an effective system, for the cognizance of the shareholders meeting resolution revocable, from its nature and determined on the basis of analysis, namely the violation of the company’s articles of association of the resolution should not be judged to be absolutely null and void, and should be judged to be revocable, meeting and vote on the resolution of flaw is the cause of the resolution can be revoked. Not only in the shareholders meeting resolution revocable shareholders have cancellation right in the resolution of the shareholders’ general meeting, the affected by the reversible defect resolution stakeholder interests’damage, also should give its cancellation right. So suggest the shareholders meeting resolution revocable system in our country of the plaintiff, should also include shareholders, directors and supervisors. A lot of the situation can be happened if the defendant is uncertain, a series of legal issues related to law, including uncertainty under the jurisdiction of the court, judgment would be difficult to implement, etc. Suggest establishing lawsuit system of the joint action of people, so the shareholders to have the right to claim to the court to the additional to the plaintiffs application. In order to more accurately grasp the shareholders meeting resolution revocable system in China, in order to improve the system of the shareholders meeting resolution flaws.The fourth chapter is the research of the system of the shareholders meeting resolution was invalid. For the cognizance of the shareholders meeting resolution was invalid, from its nature and determined on the basis of analysis, namely has violated the effectiveness model resolution of the mandatory legal norms as invalid, violated the country’s administrative rules and regulations as the resolution was invalid, broke the disgraceful consideration also was judged to be null and void. The root of the shareholders meeting resolution invalid including conference call form and procedural defects, do not comply with the provisions of the company law, may also be contrary to existing laws and regulations, also including the resolution has serious flaws, to the existing legal provisions on the content of the resolution is contrary. The last is a sound system of our country shareholder meeting defect resolution is invalid.The fifth chapter is the shareholders meeting resolution not formed system research. For the shareholders meeting resolution was not identified, from its nature and determined on the basis of analysis, namely the company after the resolution of the shareholders’ meeting to make are fictional resolution, the general meeting ofshareholders in the presence of a convener of inadequate when called. Divided into dichotomy of the shareholders meeting resolution flaws in our country and most of the scholars think that the rule of thirds more realistic logic, more perfect, its resolution is not established legal situation does exist the value of its existence. By reference to "the rule of thirds" mode to meet the needs of legal act theory logic itself, suggest adding the shareholders meeting resolution flaws in our country is not so established legal system.The sixth chapter is the conclusion of this dissertation, the actuality of the company law in China, defects more clearly the shareholders meeting resolution effect of the res judicata and retrospective.