The Study On The Recognition Of Minor Defects In The Resolution Procedure Of The Shareholders' Meeting

The procedure for the resolution of the shareholders' meeting was slightly embarrassing.Although the provisions of the Supreme People's Court on the application of certain issues concerning the Company Law of the People's Republic of China(4)were mentioned,they did not further clarify their specific circumstances and standards.It gives the judge greater discretion.In practice,the judges have different scales for the procedure,and the different judgments of the same case are commonplace,which is not conducive to the unified judgment of the judiciary.Therefore,it is very necessary to summarize,sort out and summarize the criteria for the slightest embarrassing decision of the shareholders' meeting,and it is of great significance to regulate the company's resolutions and the discretion of the court to form a predictable and stable legal order.This article mainly discusses from the following four parts.The first part mainly introduces the basic theory of the determination of minor defects in shareholder's meeting resolution procedure,analyses the essence of shareholder's meeting resolution,the establishment and effectiveness of shareholder's meeting resolution,and classifies the defects of shareholder's meeting resolution according to different classification criteria,that is,according to the nature of the defects of shareholder's meeting resolution,they are divided into content defects and procedural defects.According to the degree of influence of flaws on the effectiveness of resolutions,it can be divided into non-establishment of resolutions,invalidity of resolutions and revocation of resolutions;according to the severity of flaws,it can be divided into major flaws,general flaws and minor flaws.The second part analyses the validity of the determination of minor defects in the resolution procedure of the shareholders' general meeting.This part mainly analyses the legislative purpose of the voidable system of procedural flaws of shareholders' Congress resolutions and the practical value of the non-voidable provisions of minor procedural flaws.On the one hand,the reason why our legislation stipulates the revocable system of procedural defects is to balance the interests of all parties in the market,especially to protect the legitimate interests of small and medium-sized shareholders,and secondly,to pursue the value of procedural justice.On the other hand,judicial interpretation stipulates that there are slight defects in the resolution procedure that cannot be revoked,which has certain practical value.One is to respect the autonomy of the company's will;the other is to pursue the efficiency value of commercial transactions;and the third is to prevent shareholders from abusing the revocation right.The third part puts forward the criteria for identifying minor defects in the resolution procedure of the shareholders' general meeting.This part points out that the identification of minor defects in the resolution procedure of the shareholders' general meeting includes procedural and substantive standards.The procedural standards refer to that the procedural defects cannot cause the shareholders to participate in the formation of the majority will of the company fairly and obtain the information they need.Specifically,it is necessary to fully protect the exercise of shareholders' rights in the process of the formation of shareholders' general meeting resolutions,and not deprive,restrict or disguise shareholders 'right to participate in,speak,propose,question,debate and vote.Substantive criterion means that procedural defects shall not have a substantive impact on the outcome of the resolution.Two criteria are indispensable.Only meeting both criteria at the same time is a minor flaw in the procedure.The fourth part is the specific application of the criteria for identifying minor defects in the resolution procedure of the shareholders' general meeting,focusing on the analysis of common defects in the convening procedure and voting procedure.The convening process includes the convening of the subject,the convening of the convening,the convening of the content,and the method of notification.The content of the convening includes the notification of time,the notification of location,and the specific of matter.The voting procedure includes the eligibility of the subject,the embarrassment of the minutes of the meeting,the embarrassment of the voting method,and the embarrassing result of the voting.The eligibility of the subject includes the presiding officer and the non-voting holder.Based on the analysis of the third part,the above procedures are analyzed for minor procedures.