Research On The Invalid System Of Shareholders' Meeting Resolution

The resolution of the shareholders' meeting means that the shareholders will hold a meeting on important matters of the company,and form a company resolution in accordance with the voting methods and voting proportions stipulated by law or the company's articles of association.The resolution of the shareholders' meeting is a type of resolution.Whether the resolution is a civil law act or not.Before the promulgation of the General Principles of the Civil Law,the academic circles have not reached a unified viewpoint.After the promulgation of the General Principles of Civil Law,the resolution belongs to Civil legal acts are confirmed.However,the method of producing a resolution is mostly based on the majority decision.Therefore,the act of the resolution has the characteristics of the group law and cannot fully apply the legal provisions of ordinary civil law acts.The resolution of the shareholders' meeting is in China,with the promulgation of the"Judicial Interpretation of the Company Law(4)",from the original "two-point method"to the "three-point method",that is,the resolution of the shareholders' meeting includes the resolution is not established,the resolution is invalid and the resolution can be Cancelled.China's research on the resolutions of the shareholders' meeting is mostly focused on the revocation of the resolution,and there are few studies on the invalidity of the resolutions of the shareholders' meeting.China's "Company Law" does not have much ineffectiveness in the resolution.Therefore,there are legislative principles,blanks and theories.The phenomenon of absenteeism in research.This paper takes the invalidity system of the shareholders' meeting as the research object,and analyzes the party's claims and judgment opinions of the relevant cases in which the authoritative website has invalidated the shareholders' meeting in recent years,and combines the relevant provisions of the "Company Law Judicial Interpretation(4)Consultation Draft'.Reasons for invalidity of the resolution of the shareholders' meeting:Infringement of shareholders' rights,infringement of the interests of creditors,and infringement of the basic spirit of the company law.China's theoretical circles have little to do with the consequences and relief of the resolutions of the shareholders' meeting.Most of them believe that the invalidity of the shareholders'meeting resolution is the same as the invalidity of the ordinary civil legal acts.It is absolutely invalid and certainly invalid.There is no possibility and necessity of relief.However,as discussed above,the resolution of the shareholders' meeting is not an ordinary civil legal act.The process of making a resolution of a shareholder meeting often consumes huge costs.After making it,it often involves a wide range of decisions.A resolution is usually combined with other resolutions.Simply negating the effectiveness of the resolution of the shareholders' meeting,not paying attention to the follow-up situation is not economic and irrational behavior.This article draws on the remedies of other countries' invalidity of the resolutions of the shareholders' meeting and the remedies of ordinary civil legal acts,and analyzes the resolutions of the shareholders' meeting caused by different reasons,and evaluates the possibility of being relieved.If the infringed shareholders and creditors waive their accountability,they should respect the choice of the parties in accordance with the spirit of "private law autonomy".First of all,the concept,characteristics and legal nature of the resolution act and the resolution of the shareholders' meeting should be defined.It should be divided into resolutions and ordinary civil legal acts.Further,the concept and legal provisions of the resolution of the shareholders' meeting should be clearly understood.On the basis of the judicial practice case,it analyzes the legal basis and reasons for the invalidity of the resolution of the shareholders' meeting,analyzes the consequences after the resolution of the shareholders' meeting is invalid,and the current status and shortcomings of the legislation on the invalidity of the resolution of the shareholders' meeting.Finally,by drawing on the resolutions of other shareholders' meetings Invalid relief system and remedy for invalid civil legal acts,discuss the possibility that the resolution of our shareholders' meeting will be cured.