The Study On Defects Of Shareholders’ Meeting Resolution

Under the background of the modern company law’s concept, company’s ownership and management rights were separated, shareholders can not be involved in the company’s daily management directly. Shareholders’ meeting have become the most important place for shareholders to participate in company’s management and decision-making.To attend the shareholders’ meeting exercising their voting rights is the only way to exercise the shareholder rights indirectly. However, as the company’s decision-making organ, the shareholders’ meeting is still playing an important role in the company’s operation and development process, especially it has the right to decide major issues. According to the principle of "capital majority decision", resolution of shareholders’ meeting has become the carrier of authority decisions. While during the actual operation, resolution of shareholders’ meeting always has defects on its procedure of convening, voting. What’s more, sometimes the content of the resolution does not conform to the stipulations of laws, regulations and the company’s article., the defective condition tends to has harmful impact on the company itself, the shareholders’ interests, even harm the legitimate rights and commercial interests of the third person. Shareholders meeting resolution needs to get the judgment of effectiveness by law, and obtain related remedy. Then it can provide a good and safe environment for the normal operation of the company, and the marketing transactions.In judicial practice, due to the provisions about the defects of shareholders’ meeting resolution in company law of the People’s Republic of China are not very perfect, there is also dispute about resolution defects’ judging standards in the court, similar defects have different sentences" phenomenon has occurred, many disputes about the validity of the shareholders’ meeting resolution can’t been solved timely and effectively. Therefore, in this paper, the defect of shareholders’ meeting resolution is the research object, the theory of civil and commercial law is the research basis, the legislation of foreign countries and Taiwan is the reference.This paper try to introduce how to make concrete determinations for different defects of shareholders meeting resolution, and decide the validity of related shareholders’ meeting resolutions.In addition, this paper tends to further study the principles of justice, and then seek reasonable self-relief way and litigation relief way to perfect our country’s shareholder meeting resolution relief system, to resolve commercial disputes by following the basic principle of the company autonomy and to help improve transaction efficiency and ensure the safety of transactions. As a result, this paper can help company to straighten out business operation ideas, also help to provide support for orderly and harmonious development of the market economy.This paper is divided into three chapters:The first chapter discusses the basic theory of the shareholders’ meeting operation, the defect resolution, as well as the current situation of foreign legislation and the evolution of our country’s legislation. Shareholders’ meeting is the highest power organ of the company, is also the way for shareholders to vote, and then the voting result will rise to be the company’s intention. As a common legal act, shareholders’ meeting resolution should be consistent with the general civil and commercial law principles, also must comply with the relevant provisions of laws and regulations. Otherwise, it may make a resolution in the presence of defects. Shareholders’ meeting resolution has the characteristics of team and procedure, therefore, when there is a flaw, the application of the special law on defective resolution identify and remedy is must.The second chapter is a study on the typed research about the effectiveness of the shareholders’ meeting defective resolution.This chapter is divided into three parts. The first section was the inexistent shareholders’ meeting resolution. It explains the nature of the resolution of the shareholders’ meeting, and sums up three major elements for the set-up of resolution: the shareholders’ meeting has been convened legally, shareholders vote to make a resolution, the resolution satisfy the capital majority principle in form. This section focuses on the situation which may result in inexistent resolution: shareholders’ meeting is absolutely convened without legal right; the shareholders’ meeting is fictitious;forged shareholder’s signature. The second quarter’s emphasis is on classification discussion of the defects which can make the resolution be repealed: vote program flaws, conference convening procedure defects and the content of the resolution is in violation of the provisions of the company’s articles. The third section is about invalid shareholders’ general meeting resolution, not only expounds the legal consequence of invalid resolution, but also discusses the standard of invalid reason, especially judgment method for the mandatory law.The third chapter comprehensively expounds the legal remedy system, and introduces the ways of relief for the defective shareholders’ meeting in our country. Remedies for defective resolution can be divided into two parts, including the non litigation mode, and the judicial procedure remedy. In China, according to the validity confirmation sentences of the defective resolution in the judicial practice, the types of judicial remedies should be added, the qualifications of litigants should be refined. When the judges hear such cases, they shall know the limits of judicial review and follow the principle of the commercial trial, in order to achieve the balance between the company autonomy and judicial intervention.