Research On The Ineffectiveness Of Resolutions Made In Shareholders' Meeting In China

Along with the issuing and application of“Judicial Explanation of Company Law(?)",the dichotomy used in the aspect of effectiveness of company resolutions related to company law is transformed into trichotomy,namely,the disposing method for defects existing in resolutions made by the shareholders' meeting is changed into the three categories as cancellation of the resolutions,invalidity of resolutions and ineffectiveness of the resolutions after dividing the original resolutions according to the degree of resolutions'defects.In terms of the“dichotomy”,there is logical defect:the cancellation or invalidity of resolutions is determined on the premise of effectiveness of the resolutions.For example,all the resolutions made in the shareholders' meeting convened by the personnel without convening power or in the meetings which are never held are actually the ineffective resolutions,in this regard,if they are categorized into the cancellation or invalidity of resolutions,the errors are obvious and the conduct is improper.Therefore,“Judicial Explanation of Company Law(?)" is formulated and carried out with the aim to stabilize the market orders.Although it makes up the loopholes existing in“dichotomy”theory and provides the legal basis for judicial practice,there are still disputes on part of its content.In this paper,it generally elaborates on the concept of ineffectiveness of the resolutions made in the shareholders' meeting and the values of the system;then,it carries out relevant survey and study on the cases in which the resolutions made in the shareholders' meeting are ineffective in the judicial practice of China and makes detailed analysis of the five factors leading to the ineffectiveness.Moreover,it also summarizes the issues with larger disputes in the system of ineffectiveness of the resolutions made in the shareholders' meeting currently and the typical situations include four aspects:the quality scope of the plaintiff in the system is not determined;the duration of litigation for ineffectiveness of the resolutions is not definitely specified;the cases of ineffectiveness of the resolutions and those of cancellation of the resolutions are not classified clearly;and the disputes on the effectiveness of the resolutions made in the shareholders' meeting with the fake signature are intensified.Among them,there are various situations and various opinions for judgement in other cases leading to ineffectiveness of the resolutions specified in article 5,clause 5 of "Judicial Explanation of Company Law(?)",such as the influence of fake signature on the ineffectiveness of the company resolutions,at the same time,it also completes generalization and summary for various problems related to practical cases.On such basis,the paper puts forward suggestions on improving the ineffectiveness of the resolutions made in the shareholders' meeting specified in "Judicial Explanation of Company Law(?)",including determination of the quality scope of the plaintiffs in the system of ineffectiveness of the resolutions;clarifying the boundary between ineffectiveness of the resolutions and cancellation of the resolutions;defining the influence of fake signature on effectiveness of the company resolutions and determining the influence of ineffectiveness of the resolutions on the external legal relations.Therefore,it is conductive to promoting the stable operation of the company,as well as maintaining the market orders.