Research On The Relief System Of Non-established Shareholders' Meeting Resolution

The shareholders' meeting is the highest authority of the company composed of all shareholders.According to the principle of capital majority decision,the shareholders make the decision by voting in favor or against the resolution.The resolution of the shareholders' meeting defects exists in both the procedure and the content.The company law has special regulations for the existence defects of the shareholders' meeting resolution and its relief system.The promulgation of the Judicial Interpretation of the Company Law(4)supplemented and improved the resolution system of the shareholders' meeting and established the new type of resolution that the shareholders' meeting resolution was not established.However,there is only litigation relief for the resolution of the shareholders' meeting is not established,and there is no provision for non-litigation remedies.Therefore,there are still insufficient provisions in China's resolution of the shareholders' meeting is not established.And it is impossible to provide unified guidance for relevant judicial decision.The shortcomings are mainly reflected in the following aspects: First of all,in the litigation remedy,the first is the unclear plaintiff's qualification to file a lawsuit against the shareholders' meeting is not established.Second,the narrowscope of the defendant of the Shareholders' meeting resolution is not established.Third,the existing law does not clearly about the system of limitation that the resolution of the shareholders' meeting is not established.Secondly,in the non-litigation remedy,the existing law does not stipulate the non-litigation remedies that the shareholders' meeting resolution is not established.Finally,it is not clearly stated that the resolution of the shareholders' meeting is not establish has an impact on the internal and external legal relations of the company.In view of the existing problems of the relief system in which the shareholders' meeting resolution is not established,based on the experience of the relevant systems of foreign countries,combined with China's national conditions,we can improve the system of the relief system in which the shareholders' meeting resolution is not established in China from the following aspects: First of all,in the litigation remedy,the first is clarify the qualifications of the plaintiff who filed a lawsuit against the shareholders' meeting is not established,and increase restrictions on the qualifications of shareholders,directors and supervisors who filed a lawsuit;Second,expand the scope of the defendant of the Shareholders' meeting resolution is not established.According to the specific circumstances,the company may be the defendant or the main responsible person who will cause the resolution not to be established as the defendant;Third,it is clear that the system oflimitations for the resolution of the shareholders' meeting is not established;Secondly,increase the non-litigation remedies that the shareholders' meeting resolution is not established.In particular,it is possible to adopt a method in which all shareholders agree or reconvene a shareholder meeting to make a new resolution to cure the flaw that caused the resolution to be not established;Finally,clear the legal consequences of the resolution of the shareholders' meeting is not established.In particular,the first is for the internal legal relationship formed by the company in accordance with the resolution.If the resolution has been implemented before the lawsuit,the court will revoke the internal legal acts made in accordance with the resolution of the shareholders' meeting after confirming that the shareholders' meeting resolution is not established.If the resolution has not been implemented before the lawsuit,the resolution will not be implemented.The second is the external legal relationship with the third party formed by the company based on the resolution.Before the court confirmed the resolution is not established,the resolution has not been implemented,it will not be executed.If it has already been executed,the foreign transaction conducted by the company in accordance with the resolution is not invalid.It should be judged whether the third person is in good faith before the determination can be made.If the third person is in good faith,the legal consequence of the court's decision confirming that theresolution of the shareholders' meeting is not established is that the legal relationship between the company and the third party outside the company is not affected by the resolution;On the other hand,if the third party is malicious,the legal relationship between the company and the third party outside the company according to the resolution will be affected by the resolution.