The Application Of Law Of The Non-established Resolution Of Shareholders' Meeting

The shareholders' meeting is very important in company,the resolution of the shareholders' meeeting not only constrains the company's internal personnel,may also affects others out of the company.As the extensive influence of the shareholders' meeting,law has strictly limited the content and procedure of the shareholders' meeting.Violation of the content and procedure will cause the defective resolution of shareholders' meeting.Investigatingthe legislation in civil law countries,there are “dichotomy”and“trichotomy” differences about defective resolution of shareholders' meeting.Countries or region like Germany,China andTaiwan adopt the type of “dichotomy”.Countries like Japan and South Korea adopt the type of “trichotomy”.our country adopt the type of “dichotomy”,that's mean in our country the defective resolution of shareholders' meeting divided into voided resolution of shareholders' meeting and revoked resolution ofshareholders' meeting.When the contents of the resolution of shareholders' meeting avoid the law or the mandatory provisions of administrative regulations,the resolution of shareholders' meeting voids.When the called procedure,the voting method are flawed,or the resolution avoids the company's articles of association,the resolution of shareholders revokes.But in judicial practice,there are many cases can not be included by “dichotomy”and “trichotomy”.Through analysising a case,i think our country should adopt the type of “trichotomy”to adapt to the need of judicial practice.This text will divide into six parts to discuss.The first part of this text is mainly about case introduction.Which mainly introduce the case and the sentence of the case.The second part of this text is about analysis of the application of non-established resolution of shareholders' meeting under the existing legal framework,which will through company law and civil law.Through analyzing,we know non-established resolution of shareholders' meeting can not be solved under the existing legal framework.The third part mainly analysis of non-established resolution of shareholders' meeting under The Application of the Company law(four)(Consultation Paper).The Consultation Paper establishes the system of non-established resolution of shareholders' meeting,which is a response to theory and practice.The fourth part of this text is evaluation of The Consultation Paper.I think The Consultation can be better.The fifth part is mainly about judicial proposal of non-established resolution of shareholders' meeting.This text lies in starting from the practice of our country,solving the problems in practice.The sixth part is conclusion.This text will take theoretical analysis,comparative research and case analysis to discuss the non-established resolution of shareholders' meeting.in order to provide guidance for practice.