Study On Some Legal Issues Of The Lawsuit Against Non-establishment Of Shareholders’ Meeting Resolutions

As a business which is established for more profit,is the most important part in the market economy in our country.Along with the market economy system reformed deeply in our country and the the relevant company law system make the continuous improvements,the company’s operations,the protection of shareholders’ interests and responsibility,the company major decision about making capital contribution of shareholder,which get more institutional guarantee.Shareholders,as investors of the company,have the right to vote in the shareholders’ meeting,on the basis of fulfilling their obligations.For the resolution matters formed at the shareholders’ meeting of the company will determine the direction of the company’s operation,governance,investment,etc.,and it can also bring a certain future return on investment for the shareholders;Therefore,the importance of the corporate resolution research can be seen clearly.Company meetings can be divided into the shareholders’ meeting and the meeting of the board,and this paper will focus on the shareholders’ meeting resolution,which is made by the supreme organ of authority of the company--shareholders’ committee.To research that the problems still exist after the Company Law and relative Judicial Interpretation published,and to find the solutions of the non-establishment resolution problems.Since the Article 22 of the Company Law in 2005 divided the validity of defective resolutions of shareholders’ meeting into invalid resolution and revocable resolution,some Chinese scholars have made preliminary exploration on the non-establishment system of resolutions of shareholders’ meeting.In judicial practice,there are still some problems such as the difficulty in judgment and the lack of legal support.Followed by the promulgation of the fourth Company Law Judicial Interpretation in 2017,the system of non-establishment of company resolutions in China has been formally established.The introduction of judicial interpretation makes judges have laws to follow in judicial adjudication,and the reason they used to decide which is the legal basis is more clear,providing guidance and basis for litigation to the non-establishment resolution of the company.However,from the perspective of the legal formulation,there are still someproblems that are not clearly defined,such as the unclear plaintiff for the lawsuit that is not established by the resolution of the board of shareholders;the nature of the lawsuit that is not established by the resolution of the board of shareholders;and the effectiveness of the judgment of the lawsuit that is not established by the resolution of the board of shareholders.At the same time,when searching the cases in which the company’s resolution is not established in the past four years,we also find that different courts have different opinions on whether the action of the shareholders’ meeting’s resolution is not established has retroactive effect or not.Therefore,this paper is divided into the following parts to analyze and discuss the above problems:First of all,the introduction of the article will raise questions,analyze the relevant legislative background,and show the author to study the necessity of this problem and research methods.Secondly,the first part of this paper expounds the general theory of the non-establishment system of corporate resolutions,such as:what is the nature of the non-establishment of corporate resolutions,regarding the nature of the action which is not established by the resolution of the board of shareholders,it shall be defined as the declaratory judgment or the action regarding formalization;and what is the effectiveness of the non-establishment of corporate resolutions,.Putting forward these questions can lay a solid foundation for the later empirical research,and also make the paper have theoretical support.What’s more,from the second part to the fifth part,this paper will expound several important issues about the non-establishment of shareholder resolution system in the legislative and judicial practice.For example,as for the plaintiff in the lawsuit that the shareholders’ meeting decides not to establish,what kinds of people are included in the "etc." in the law,and what restrictions should they be subject to.Then in the part of the types of the non-establishment of corporate resolutions,specific cases are introduced to provide guidance and explanation for the non-establishment of corporate resolutions under different circumstances.As for the limitation of action of the action which is not established by the resolution of the board of shareholders,whether a certain period of action should be granted to limit the litigant’s right of action and ensure the stability of the right.From the perspective of judicial resources,after the parties file the lawsuit that the shareholders’ meeting resolution is not established,can the system of discretionary rejection be introduced to reject the requests of the parties so as to improve efficiency and save judicial resources? In the case that the resolution of the shareholders’ meeting is not established,the stakeholders have the right to remedy the situation through non-litigation,and make up for the effectiveness of the company’s resolution through consultation of allshareholders and ratification of the resolution,which is conducive to giving full play to the company’s human nature.And what is the effectiveness of the judgment of action against the shareholders’ committee whose resolution is not established and whether it is effective for the third party to protect the interests of the third party in good faith.