Effectiveness And Remedy Of Resolution Defects In Shareholders' Meeting

Company resolution,mainly refers to a limited liability company of the shareholders' committee resolution,with the decision of the board and general meeting of shareholders of a company limited by shares with the resolution of the board resolution.Even in the voting system and voting way with some differences of the decision of the board of directors,the shareholders' committee resolution but basic principle was similar between the two.So we resolution by the shareholders' committee as the research object is described.The countries all over the world make the shareholders' committee resolution principle is adopted by the \ "capital majority\",namely shareholders according to the proportion of their capital contribution or share to exercise their voting rights.Current theoretical view of the passage is that the nature of the shareholders' committee resolution is a kind of legal act,with characteristics of groups which represent the opinions of the majority of shareholders,the rest of the shareholders shall comply with the decision of the shareholders meeting resolution.If the shareholders' committee resolution,therefore,the establishment of the legal and valid,which have the binding on all the shareholders,even against the resolution of the shareholders,and even did not attend the shareholders' committee of shareholders also need to comply with the requirements of the resolution.The shareholders' committee resolution is effective,is seen as the company's will.Usually adopts the majority rule,and only the shareholders' resolution can be fair and lawful in the procedure and content,so as to maximize the interests of the company and shareholders.If there is a flaw in the content or procedure of the resolution,the resolution cannot be recognized as representing the majority shareholder's meaning and the negative evaluation of its effectiveness.Therefore,shareholders' meeting is an important issue in the company law.In the theory of the validity of the traditional shareholders' resolutions,the defects of the shareholders' resolutions are broad and narrow.Generalized resolution flaws refers to the shareholders meeting of the shareholders meeting resolution program or content in violation of laws and regulations,or prescribed in the articles of association,narrow defects especially the shareholders meeting resolution of the shareholders meeting resolution procedures or content in violation of laws and regulations.In other words,the validity of the company's resolutions can be divided into two situations: the resolution can be revoked and the resolution invalid,which is the "dichotomy" of the company's resolution in the company law theory.The provisions of article 22 of the company law in China: "the contents of the shareholders' meeting shall be invalid in violation of laws and administrative regulations.The shareholder meeting,vote in violation of the laws,or the content of the resolution violates the company's articles of association,the shareholder may,within 60 days from the date of decision,request the people's court for cancellation." This is the theoretical requirement of dichotomy.However,with the development of practice,traditional dichotomy theory is difficult to cover all the problems in life,so the "three-point method" theory comes into being.Compared with the theory of dichotomy of machinery,theory of "rule of thirds" increases the resolution was not a flaw type,also the drawbacks of the shareholders' committee resolution,revocable resolution and resolution is not set up three types.In theory,some scholars have put forward the theory of "four points",which is also classified as an independent type.This article will be to the interpretation of the theory in detail,and combining with the judicial interpretation of the company law of our country(4)the type of the shareholders' committee resolution flaws of our country,and puts forward some Suggestions for the problems in practice.