Study On The Company's Non-established Resolution

China's "Judicial Interpretation of Company Law(IV)" formally established the suit of the company's non-established resolution.The company's non-established resolution has become the concept of the law in our country.As a newly introduced company law system,the introduction of the company's non-established resolution has a corresponding impact on the settlement of the company resolution disputes in the judicial practice in China.In order to fully grasp the lawsuit of this type and give my own opinion,this paper will first discuss about the meaning of the company's non-established resolution and the background in which it has been introduced.Then the paper distinguishes between the non-established,the revocable and the invalid resolution.Furthermore,this paper will explain the specific types of resolutions that are not established with the cases applied according to the company's non-established resolution system in "Judicial Interpretation of Company Law(IV)" and analyze the reasons for the number of cases under each category.Finally,this paper will briefly discuss the legal consequences of the company's non-established resolution,then the scope of the plaintiff and the liability in the lawsuit.The main body is divided into four chapters.The first chapter is mainly an overview of the company's non-established resolution.This paper believes that the company's non-established resolution is a serious flaw in the company's resolution process.On the surface,the “General Principles of the Civil Law” identifies the resolution's behavior as a legal act.The basis is that the company's non-established resolution is a special system of company law.The main reason for introducing the company's non-established resolution system is not based on the theory of legal behavior,but rather to make up for the defect inArticle 22 of the Company law.The second chapter mainly focuses on the "triple form" defect system of the Company's resolution.This paper distinguishes between the fact that the company's non-established resolution,the system that the company's resolution can be revoked and the company's resolution which is invalid.Then this paper combs the process of the judging the effectiveness of the company's resolution.Because the invalid resolution system is limited to the violations of the content in the resolution,the company's non-established resolution system allows the scope of the revocable resolution system to be reverted back to its reasonable space.Whether the resolution is established or not is a matter of factual determination.So the company's non-established resolution should be examined before the resolution is tested to be revoked or invalid.The third chapter mainly focuses on the specific types of the company's resolutions that are not established.This paper analyzes the cases in which the Judicial Interpretation of the Company Law(IV)is applied,classifies cases according to the specific circumstances in which the resolution is not established,and finds the mainly types of cases in practice.Then the paper analyzes the reasons for the number of cases in different situations and put forward my own opinions.In practice,the types of resolutions that are not established are mainly the type of resolutions where there are no meetings and the proportion of the voting results that are not up to the prescribed proportion.The former type of cases has been well resolved by the introduction of the company's non-establishment system,and the latter situation is relatively appearing more often for the details of the provisions in the company law.For the Miscellaneous Provisions,it is indeed necessary for the judge to grasp the boundary whether the resolution is non-established or revocable.The fourth chapter mainly elaborates the consequences of the non-established resolution.This paper believes that the consequences of the non-established resolution are the same as the consequences of the revoked and invalid resolution.When the company's resolution is not established,it should of course be invalid,invalid at the beginning,invalid for sure and absolutely invalid.Finally,this paper will also discuss the scope of the plaintiffs and the period for submitting the lawsuit as well as the legal responsibility for the non-established resolution.The scope of the plaintiff should be a person who does have an interest in the resolution.It is not limited to shareholders,directors,or supervisors of the company.There should be no restrictions during theperiod of filing.The responsibility for the non-established resolution shall be borne by the company.After the company undertakes its responsibility,the company can ask the responsibility of the responsible person who caused the resolution not to be established.