The Validity Of Corporate Resolutions From The Perspective Of Civil Juristic Acts

Corporate resolution is an independent civil legal action to adjust the legal relationship within the company through the formation of corporate will by corporate bodies.At the same time,corporate resolution is also the precondition of external legalc,which not only concerns the order of corporate governance,but also,to a certain extent,restricts the effectiveness of external legal acts.However,in the current laws of our country,on the one hand,whether it is illegal,violating with administrative regulations or articles of incorporation,will influence the stability of the effectiveness of the resolution,on the other hand,the objects of examination are diversified,including not only the procedure and content of resolutions,but also the acting of the decision,with the establishment of resolutions nature by General Principles of Civil Law.Factors such as inconsistent standards and diversified objects lead to the ambiguity of the examination approach to the validity of corporate resolutions in judicial practice,and the examination results are quite different.In order to eliminate these interference factors,the author will interpret from the perspective of civil legal act,on the basis of the theory of juristic act,combined with the relevant provisions of the Civil Law General Principles,applied the method of system interpretation and objective interpretation sufficient contrast legislation at home and abroad,combining the reality of our country,formed a review approach of"Two Architectures and Three Aspects",in order to understand the effectiveness of the company resolution accurately and commonly in the judicial practice,which is the innovation of this article."Determining the legal nature of general meeting resolutions is the key to determining the legal principle content to apply to the relevant issues such as the method or validity of resolutions," Therefore,this paper starts from the nature of the resolution and demonstrate that the corporate resolution is the civil juristic act with heterogeneity and uniqueness in theory,following the General Principles of Civil Law.The general theory of applicable juristic act is the common meaning of it,and its characteristics are manifested in the influence of procedural and group characteristics on the effectiveness of the resolution.Therefore,when reviewing the validity of a resolution,a judge should consider the characteristics of the resolution fully on the basis of the general theory ofjuristic acts and then make a comprehensive judgment.And after the attribution of corporate resolutions to legal acts,the examination of its effectiveness should be carried out on the basis of content and procedure,and in accordance with the new examination approach of"Two Architectures and Three Aspects".Vertically,two architectures include the establishment and effectiveness of resolution.Horizontally,the three aspects including the resolution itself,content and procedure of resolution combine the establishment and effectiveness of resolution to conform the specific object of discussion.Among them,about the voting behavior,it elaborates the internal logic that the holders of voting righ expression of will affects the validity of the resolution through the majority rule.About the content of the resolution,it mainly discriminates and analyzes the existing mistakes in the classification of compulsory norms,and on this basis,puts forward the view of implementing the review logic of General Principles of Civil Law.About the resolution procedure,the corresponding relations between different degrees of procedural defects and different effective patterns are deduced emphatically.On the basis of the foregoing,the author shows the approach of reviewing the effectiveness of resolution action intuitively in the form of flow chart.The effectiveness of company resolutions is radioactive.Resolutions that are confirmed to be defective after review will have an impact on both internal and external relations of the company,which can be traced back to the initial state internally and will not change the relationship with a third party having been in existence in externally.