Research On The Invalidity System Of The Resolution Of Shareholder's Meeting

The resolution,as the carrier of the company's meaning,is made by the authority of the company.It is not only related to the normal operation of the company,but involves the distribution and realization of shareholder rights.The invalidity of the resolution is a denial of the validity of the resolution,which means that the management of the company does not need to implement the contents of the resolution,wasting all the manpower and material resources utilized for the shareholders meeting.However,due to the imperfect provisions of the "Company Law",judicial practice represents a great confusion of the application,like the same case facts often receiving different verdicts.At the same time,the rich connotation of the system of invalidity of the resolution has been neglected in the practical and academic circles to varying degrees.The invalid cause is an important part of the system.However,in addition,the legal consequences and remedy of the invalidity of the resolution take the equal role,and even more relevant to the right subject.This paper is divided into three parts: introduction,text and conclusion.The specific parts are as follows:The introduction part mainly expounds the reason of the topic,the research status,the research object and the innovation point.The imperfection of the law,the importance of the system of invalidity of the resolution and the confusion of the judicial application are the main reasons of this paper.On the basis of summing up the current situation of academic research,this paper defines the object of study as the invalidity of the shareholder's resolution system.The paper fully discusses the rich connotation of the invalid resolution of the shareholders' meeting,on the basis of collecting the theoretical and practical information at home and abroad extensively,and tries to realize some innovation on the basis of the existing research.The text is divided into four chapters.The first chapter is the theoretical part of the paper,elaborating the basic theory of the resolution of the shareholders' meeting,including the nature of the resolution and the legislative model.The second chapter explores the invalidity causes of the invalidity of the resolution.For the invalidity is a direct denial of the resolution,it is necessary to be cautious to define standards of the causes.It is known that specifying all the invalid matter is the best way to legislate,but it is hard to exhaust all the invalid reasons.The experience of German law shows that it is clear that this matter cannot be resolved by logical argument,but needs to summarize the judicial case.The third chapter deals with the legal consequences of the invalidity of the resolution.The question is rarely discussed in the domestic academic circle.This chapter is based on the full collection of materials.The legal consequences of the invalidity of the resolution should be classified in order to determine the different contents.At the same time,commercial law "appearance" principle should be applied to distinguish whether the legal consequences can be retroactive or not.The fourth chapter discusses the remedy of the invalid resolution.Invalid legal practice has long been discussed.But in the field of corporate law,due to the provision of Company Law,the cure of the invalid resolution is generally considered impossible.In this chapter,it is concluded that invalid resolution has the same possibility of cure,especially when the shareholders' rights are infringed.If the infringing shareholder voluntarily waives the corresponding responsibility,the law should not,and there is no need to,intervene in the validity of the resolution.The conclusion points out that the system of invalidity of the resolution has a profound theoretical basis and is closely related to the invalid legal action of civil law.But there are different rules set for the particularity of the company law.The significance of the system has a wide range of roles,especially in corporate governance.Therefore,we should fully explore the meaning of the system to clarify its coordination with the relevant system,in order to better serve the judicial practice.