Research On System Of Void Shareholders’ Meeting Resolution

Article 22 of China’s Corporation Law establishes the system of defective corporate resolution, which divides the legal consequences of defective resolution into “void” and “voidable”, so that the eligible persons may institute legal proceedings to revoke it or confirm it as invalid, while the resolution is defective. Flaws in legislations and different understandings and applications of the laws and rules generate the situation that “same facts, but different judgments”. Focusing on the judicial practices, we analyze 235 cases and summarize the problems in the judicial practices for further comparative study of legal issues of the system of void resolution with Germany, Japan, and South Korea ones.We make analysis on the problems of China’s legislations and legal practices, proceeding from theories of defective resolution, from theories to practices, and then from practices to the theories. Accordingly, this text consists with four parts:Part 1 systematically summarizes the legal theories of Germany, Japan and South Korea on related issues of defective shareholders’ meeting resolution, and makes an analysis on these theories with the method of “Legal Instrument”.Part 2 includes and deduces the reasons generating void resolution and legal issues in the judicial practices, based on the analysis on 235 cases, and interprets the invalid matters.Part 3 make a research on the issues of lawsuit qualification, prosecution duration, and legal effect of judgment.