Research On The Legal Issues Of Non-establishment Of The Resolution By Shareholders’ Meeting

Resolution of shareholders’ meeting is an important economic activity for the top decision-making level to express the company’s intention on behalf of the company’s internal management and external.Article 22 of the Company Law only distinguishes and divides the types of resolutions in terms of value and content violations,but ignores the problems in fact.In 2017,General Principles of Civil Law and Judicial Interpretation 4 of Company Law were adopted successively.Although the nature and types of resolutions were established,and important types of resolutions were listed as legal provisions,the formation process of resolutions was very complex and specific.The provisions of defective system of resolutions in China were not systematic and rigorous in terms of theoretical logic and value balance.Especially,there are still great conflicts between the theoretical analysis and judicial practice of the types of non-establishment of resolutions.Based on the current situation of academic research at home and abroad and the results of judicial judgment cases,this paper studies and analyses the types of non-establishment of resolutions and their differences from other types of defects,analyses the application of remedies for non-establishment of resolutions,and puts forward relevant suggestions for improvement,enriching and improving the theoretical system of non-establishment of resolutions of shareholders’ meetings.This article is divided into four parts.The first part is the basic theory of the non-establishment of the resolution of the shareholders’ meeting.First,it discusses the legal nature of the resolution of the shareholders’ meeting,explains the differences between the ways of dealing with the defects of the resolution and the legislation in foreign countries,and the choice of the legislative mode,the scope of the legislation and the value of the types of the defects of the resolution,so as to have a clear understanding of its basic theory.The second part focuses on the analysis of the problems in judicial conflicts and the identification of the types of resolutions that are not established through the combination of theoretical logic and relevant judicial cases,so that we can better understand the specific types and their internal legal logic,and lay the foundation for the following comparative study.The third part,through the typological analysis of the secondpart of the resolution of the shareholders’ meeting,further analyses the validity of the resolution and compares it with the validity of the resolution revocable system and invalid system.The fourth part mainly elaborates the problems in legislation of non-establishment of resolution of shareholders’ meeting and the improvement of remedy for the defect of resolution.It is precisely because the defect of resolution is an important defect in the company’s business activities.It relieves the defect of resolution by discussing the ways of non-litigation remedy and the litigation elements in the litigation remedy system.The establishment of a complete legal theory system of resolution failure not only standardizes the basis of judicial trial,but also protects the legitimate rights and interests of the relevant parties to the resolution of the shareholders’ meeting and contributes to the safe operation of economic order.