The Shareholders Meeting Resolution System Research

Resolution of a general meeting of shareholders is the highest authority of the company- the shareholders’ meeting resolution of important issues made by the company on behalf of the company’s intention. Given the importance and authority of the resolution, the resolution declaring the contents as well as to make the process experienced program, are to be legitimate and reasonable. Otherwise there will be a program content or violation case law, administrative regulations or the articles of association, and thus the effectiveness of the resolution have some negative impact on the shareholders’ meeting resolution appears flawed. Faced with blemishes and problem resolution occurs, the company or the shareholders, board of directors and other corporate bodies if timely remedial relief through certain way, the effectiveness of the shareholders’ meeting resolution will get some healing and recovery, if after a relief after the flaw still be way cure, resolutions of Shareholders will face is revoked, the referee found to be invalid, such as negative, and thus to remedy defects in the system of shareholders’ meeting is particularly important, is the key to restoring defective or not. In other words, without flaws exist, there is no remedy necessary. General Assembly resolutions blemishes and relief system as an important institution on corporate law, the majority of the world’s countries have established the relevant institutional system, China is no exception. However, China’s "Company Law" provisions of the legislative system, compared to foreign legislation and theoretical researches, but also a bit vague and rough, especially defect relief system, there are many imperfections, requires further study and perfect. On the one hand, it should deepen the theoretical study of the shareholders ’meeting resolution defect system, clearly define the nature and effectiveness of the shareholders’ meeting, the scientific and rational division of the effectiveness of the consequences of defective resolutions; on the other hand, the resolution should improve the Legislation and judicial relief system. Under the guidance of theory, practical implementation flaws pre-litigation and litigation relief relief system. Where is a former relief primarily a defect correction and healing effect, in order to restore proper resolution of this effect, including flaws cure system, withdrawal and ratification resolution regime, opposition claims system; litigation relief, including direct action and derivative litigation, direct action mainly refers to the resolution invalid because there are flaws caused by resolution, may withdraw the complaint and complaint resolution does not exist it; derivative action is relative to a direct shareholder subrogation litigation shareholders, mainly refers to the result of the company’s directors, supervisors and senior management violations, resulting in flawed resolution, which for some reason is indolent company held accountable, on behalf of shareholders held accountable. Although China has a certain amount of these system requirements, but there are still some problems, should continue to improve and perfect.