Research On The Power Boundary Between Shareholders’ Meeting And Board Of Directors

This paper chooses power allocation between shareholder meeting and board meeting limited liability company as the research object,taking the case“ XuLixia VS.Anshun oasis press hotel co.LTD”as an example.Then this paper aims to analyze that the company’s association provisions restrict on board meeting is legal or not.And whether Xu Lixia may directly file invalid suit to the company’s articles association.This paper tries to provide advice to power boundary between shareholders meeting and the board of directors in limited liability company and explore the remedy approaches for shareholders whose rights are limited by articles of association.In addition to the introduction and conclusion,this paper is divided into four parts.The first part presents the case.This part introduces the facts,the judgments and reasons of the two courts,and the focus of disputes.This case is a lawsuit which shareholders request to confirm the invalidity of the articles of association.It has two controversial points.One is whether the the hotel’s articles of association which confine the power of the board of directors are valid for;the other is whether Xu Lixia can directly appeal to the validity of the articles’ contents of association without the resolution of the shareholders’ meeting.The second part explores the power distribution of shareholders’ meeting and board of directors in China’s limited liability companies.This part takes the corporate governance structure as the breakthrough point,and finds the best solution for China’s limited liability company through the comparative analysis of shareholder meeting centralism and board centralism.The number of shareholders in a limited liability company is small and the people are in close connection.In the distribution of power,the first thing to be respected is the autonomy of shareholders.So in the framework of shareholder centralism,the limited liability company’s autonomy will exert the advantages.The third part explores the limitation of the association’s articles on distribution of shareholders’ meeting and board of directors.Company’s association is an important tool of corporate autonomy.It is very important to guarantee autonomy,but it must be limited to mandatory norms.On the basis of contract theory,we should define mandatory norms in combination with literal interpretation and basic principles of corporate justice.The fourth part discusses the second focus to the case 2 and study the remedies for shareholders when the articles’ contents of association is void.While current law does notdirectly regulate the cause of association-invalidity’s confirmation,which does not affect the litigation right of the parties.On the basis of finding out the case facts,the court may choose the cause of as “disputes related to the company”.Litigation judicial relief is important way to improve the company autonomy.The parties file lawsuit to a company association’s invalidity,which meet the requirements of the current legal norms and it is the inevitable requirement of protect the parties rights.In the lawsuit to confirm the invalid articles of association,company shall be the defendant with no necessity of setting prefixion procedure.