Study On The Spystem Of Preventing And Relieving Defects Of Company Resolutions

The company is the direct undertaker of social production and circulation,and the main force to promote social economic and technological progress.In order to give full play to the role of promoting socio-economic and technological progress,China has been committed to increasing corporate governance.Although the Company Law was promulgated in 1993 and has been amended many times,the Judicial Interpretation of Company Law(IV)was promulgated in 2017,which created a good legal environment for corporate governance.However,in recent years,the company-related cases are frequent,among which the disputes caused by flaws in company resolutions rank the fourth highest.Therefore,this paper focuses on the prevention and remedy system of Corporate Resolution flaws,focusing on the shareholders'meeting resolutions and board resolutions.Starting from the basic concepts,this paper further extends to the types of Corporate Resolution flaws prevalent in China and the system status quo of resolution flaws,and combines the comparative law to study the extraterritorial law.After that,some suggestions are put forward to improve the system of prevention and remedy of defects in company resolutions.The text of this paper is divided into five parts:The first part introduces the basic concepts of company resolutions.Because the defect of company resolution is based on company resolution,it is necessary to make a basic introduction to company resolution before discussing the defect of company resolution and relief system.This part mainly introduces the concept,classification and establishment elements of company resolutions,paving the way for the full text.The second part focuses on the types of resolution flaws.After the promulgation of Judicial Interpretation of Company Law(IV),the defective system of company resolution in China has changed from the original "dichotomy" to "trichotomy".Defects of resolutions can also be divided into three categories:non-establishment of resolutions,invalidity of resolutions and revocation of resolutions.This part introduces the characteristics and legal consequences of different types of resolution flaws in the form of lists,and focuses on the analysis of the causes of resolution flaws.This part will be helpful for readers to take precautions against the defects of resolutions in practice.The third part briefly introduces the defective resolution system in China.Firstly,it introduces the theoretical classification of resolution flaw system.Based on the introduction of Judicial Interpretation of Company Law(IV),the resolution defect system in China has changed from "dichotomy" to "trichotomy",so this paper gives a brief introduction to the theoretical classification;secondly,it introduces the evolution of the resolution defect system in China;thirdly,it analyses the shortcomings of the resolution defect system in China,and lastly.This paper compares the foreign laws and puts forward some suggestions for improvement.The fourth part is the investigation of the defects of company resolutions in foreign law.Based on the comparative method,this paper analyses the defective Corporate Resolution system,especially the remedy system,from the Anglo-American law system and the continental law system,and the inspiration for the construction of the Corporate Resolution System in China.Anglo-American law system countries regulate corporate resolution flaws mainly through case law,while civil law countries have different situations of "dichotomy" and "trichotomy".Our country should choose the most suitable path to avoid Corporate Resolution flaws in the light of China's actual situation in legislation.The fifth part is to put forward suggestions on the improvement of the system of prevention and remedy for the defects of company resolutions in our country.On the basis of a complete elaboration of the concept of corporate resolution,this paper analyses the types of defects in corporate resolution that are prevalent in China,introduces the provisions of the defect system in China,and draws lessons from foreign law through comparative analysis.Finally,it puts forward some suggestions for improvement in the light of judicial practice in China.The suggestions are mainly divided into six directions,one is to remedy the loopholes in laws and regulations and judicial interpretation,the other is to make rational use of judgment methods,the third is to formulate company charters from the perspective of corporate governance,the fourth is to improve the corporate governance structure,the fifth is to explore the establishment of "joint and several liability system for violation of regulations",and the sixth is to improve the relief mechanism for violation of resolutions.Starting from these six dimensions,this paper strives to further enrich and improve the company's resolution flaws prevention and relief system.