Study On The Remedy System Of Company Defect Resolution

As the main market behavior subject,the company is the mainstay of promoting the development of market economy.Therefore,standardizing the company's market behavior and corporate governance structure,strengthening the protection of investors'rights and properly dealing with the conflict of interests between shareholders and shareholders is an important guarantee to maintain our economic development.The company's resolution is the company's meaning which is formed by the unanimous representation of the shareholders and the directors who have the majority of the voting rights,and is the basis of the legal act of the company.If the company's resolution has flaws,it will inevitably affect the company's internal governance and external civil and commercial behavior of the credibility.Therefore,the determination of corporate flaws and the standard of relief measures can greatly improve the company's flawed judicial relief effectiveness,reduce the cost of relief,conducive to the company's development and market economy to improve.In the 2017,the newly promulgated Judicial Interpretation of company law(four)has perfected the lawsuit system of corporate flaws,increased the situation that the resolution is not tenable,and solved the problem that some special cases which are neither revocable resolution nor invalid resolution are difficult to be applied in judicial practice.However,the interpretation of the company's flaws in the resolution part of the provisions of only six,and the content is very brief and principled,single-phase than before the draft made a large cut,in understanding and application or there are large differences.By reading a large number of periodicals,after analyzing the legislation and theories of the company's defects resolution system in Taiwan,Germany,Korea,Japan and other regions,the author finds that the legislation of the resolution of company flaws in various countries has two kinds of directions,that is,"two-division method" and "three-division method".While China's company law is the period from"the Second Division law" to "the three-part law",this paper compares the advantages and disadvantages of "the two-division method" and "the three-part law",and sums up the legislative purposes and reasons of choosing the "three-part law" in our country.and through the judicial Documents Network and other case series collected in China in recent years on corporate flaws in the resolution of the common problems encountered in litigation,refining the court in the legal practice for different issues of the referee point of view,the company's flaws in the application of the lawsuit system to further understand and explain,To find out the defects and deficiencies in the practice of China's legislation and to improve it.The company,as an equal and independent legal entity,should protect the company's right of autonomy,and the agreement of the company should eliminate the excessive interference of public power.But our country at present to the company flaw resolution the relief way only is one kind of lawsuit,its in the convenience and the economical aspect existence multitudinous insufficiency.By studying Germany,Japan,Korea and other countries after the legislative model found that China's corporate flawed resolution of the relief system can be improved in the following areas:first,in order to strengthen the protection of corporate autonomy,reduce the cost of corporate decisions to improve the efficiency of decision-making,the introduction of withdrawal,ratification and other non-litigation way to cure the company A company defect resolution can be withdrawn before execution,with only the existence of procedural flaws and minor content flaws of the company resolution may be ratified;Secondly,we should make clear the applicable standard of the system and the lawsuit guarantee system of the company defect resolution and improve the operability of the corresponding system in the judicial practice;third,The introduction of Arbitration procedure Relief company flaws resolution,the use of the characteristics of arbitration confidentiality to protect the company's trade secrets and maintain the company's credibility;four,in order to prevent the company's resolution for a long time in the state of instability,to maintain the credibility of the company's external transactions,the resolution of the invalid,not set up a lawsuit to limit the exercise,when,after the resolution has been implemented,the application of the people's Court to determine its invalidity or not established has no practical significance.The people's Court may inform the parties of the direct application of the 20th article of the company law to require the relevant responsible person to bear the liability.