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Study On The Remedy System Of Company Defective Resolution

Posted on:2019-12-10Degree:MasterType:Thesis
Country:ChinaCandidate:W Y CongFull Text:PDF
GTID:2416330572964182Subject:Civil and Commercial Law
Abstract/Summary:PDF Full Text Request
The company is the most typical and common business entity in today's society.It is active in all fields of social economy.As one of the main market entities,the company has increased the vitality factor for the improvement of the market environment.Therefore,in order to regulate corporate governance,better protect the rights of shareholders and attract more investors,it is more necessary to adjust the relevant legal norms to the problems that may occur in the process of market transactions and internal governance.In recent years,the number of commercial subjects has increased exponentially,which makes the number of corporate disputes in commercial trials increase gradually,and also makes the number of disputes about the effectiveness of corporate resolutions increase.In 2017,the Supreme Court announced at its press conference that corporate disputes accounted for more than 60%of all kinds of cases,which triggered media tracking and attracted widespread attention.The suitability of company disputes has been continuously enhanced since the revision of the Company Law of the People's Republic of China in 2005.There are two manifestations.In terms of quantity,the number of company disputes has increased dramatically.In terms of the types of cases,new types of cases,such as company defect resolutions,are common.One of the roles of the company's power organs and executive organs is to represent the company's thinking and expression,which is regulated by law as a company resolution.If the company has defects in content or procedure in the process of resolution,this kind of behavior will not only be harmful to the protection of the legitimate rights and interests of the owner of the company's rights and bona fide counterparts,but also seriously affect the interests of the company itself.Paragraphs 1 and 2 of Article 22 of the Company Law of the People's Republic of China,which was implemented in 2014,stipulate that the resolutions of the shareholders'meeting or shareholders' meeting and the board of directors of a company are invalid in violation of the provisions of laws and administrative regulations.If the convening procedure of the shareholders'meeting or the meeting of the shareholders' meeting or the board of directors,the voting method violates laws,administrative regulations or the articles of association of the company,or the content of the resolution violates the articles of association of the company,the shareholders may request the court to cancel the resolution within 60 days from the date of making the resolution.According to this provision,invalid and revocable company resolutions refer to the resolutions of the shareholders'meeting and the board of directors,the shareholders' meeting and the board of directors of a limited liability company.This provision provides a judicial remedy for the company defect resolution in our country,which indicates that for the company defect resolution,the invalid or revocable company resolution can be corrected only by court judgment.However,China's current "Company Law" and relevant laws and regulations do not provide for non-litigation remedies for company defective resolutions.In addition,the relevant company laws and regulations and judicial interpretations in our country have not given clear answers to the validity of company resolutions directly made without convening the board of directors,whether the scope of plaintiffs for company defect resolutions should be expanded,and whether the guaranteed conditions and objects for company defect resolutions should be stipulated.This study on the remedies involved in the company defect resolution will help to provide a reference for solving the increasingly complex problem of the company defect resolution in practice.Based on the general concept of company defect resolution,this paper adopts the split-argument model and takes the remedy system of company defect resolution as the subject of in-depth exploration.This paper is divided into three parts besides the introduction and conclusion:Firstly,in the first part of the paper,the concept and types of company resolution and company defect resolution are mainly discussed,the extraterritorial provisions of company defect resolution system and the legislative evolution of company defect resolution system in China are introduced,and the company defect resolution system is also introduced.The different theories of defective resolution are evaluated.Secondly,in the second part of the paper,the types of litigation relief for company defective resolution and the litigation mode of company defective resolution abroad are introduced and elaborated,and the existing problems in the process of legislation and judicial practice in China are analyzed,such as:in practice,the criteria for identifying the shareholder qualification of plaintiff in company defective resolution litigation The problems and the guaranteed conditions,guaranteed objects and guaranteed exemptions of the company's defective resolution lawsuit are also discussed.In view of these problems,this paper puts forward some suggestions to improve the existing corporate defect resolution litigation relief mechanism in China.Finally,in the third part of the paper,it mainly discusses the relevant theories of the non-litigation remedy mechanism of company defect resolution and the relevant provisions of foreign law.This part focuses on the remedy system of company defect resolution in non-litigation remedy of company defect resolution in foreign law,the exemption system of company defect resolution,and the company defect resolution.Discusses whether the withdrawal system and the company defect resolution recognition system can be applied to the reality of our country,and from the current situation of the company defect resolution relief in our country,leads to the necessity of establishing the non-litigation relief system and puts forward suggestions on how to establish the non-litigation relief system of company defect resolution in our country.
Keywords/Search Tags:Defective Company Resolution, Company Resolution not established, Company resolution is invalid, Company Resolution revocable, Non-litigation Relief of Defects of Company Resolutions
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