Research On The Effectiveness Of Shareholders' Meeting With Forged Signatures

The resolution of the shareholders' meeting is the way of expressing the company's shareholders' thoughts,the proof of external meanings,and the embodiment of modern company autonomy.In recent years,in the case of corporate litigation disputes,the resolution of the shareholders' meeting and the disputes have become hot issues.Among them,the validity of the resolution of the shareholders' meeting on the signature of the forged shareholders is simple in the case of Article 22 of the Company Law of the People's Republic of China,only the resolution is invalid and the resolution can be revoked.The use of 22 as a basis for judgment triggered a debate between the existence of facts and the evaluation of law.Therefore,the Judicial Interpretation IV of the Company Law added a lawsuit that “the resolution is not established” in Article 5.This new type of litigation is of great significance for solving the problem of the validity of the specific type of shareholder meeting resolution of “forgery of shareholder signature”,and to some extent alleviates the dilemma of forced lawsuit.However,from the judicial practice,on the basis of the existing regulations,it is inappropriate to deal with the forgery of signatures in the absence of resolutions.The resolution of the shareholders' meeting is crucial.Judging from the existing countermeasures in China,no matter from the content or purpose of its norm,the specific type of forgery signature is not completely applicable,and there is still controversy.According to the hard rules,even the formation of forged signatures has the potential to deteriorate.Revocable to solve,subject to the restrictions of the 60-day exclusion period,prone to the phenomenon of litigation;to respond to invalidity,contrary to the concept of corporate autonomy;there is no one-size-fits-all,there is a commercial appearanceism,efficiency And so on.Therefore,starting from the judicial practice,it is more reasonable to sort out and analyze many cases and to type according to the content of the forged resolution.What is the validity of the resolution of the shareholder meeting that falsifies the shareholder's signature? In order to solve this problem,first of all,it is necessary to recognize the premise of the legal behavior attribute of the resolution.Secondly,on the basis of empirical analysis,from a large number of cases,summed up the problems reflected by the judiciary,and further verify that the existing measures to deal with the fraudulent shareholder signature behavior is not appropriate,China's existing norms are insufficient.Type analysis based on content is proposed.Under the guidance of the macro guidance of civil law and the microscopic nature of company law,it is more reasonable to make a comprehensive determination of the advantages and disadvantages.It is considered that the resolution of the shareholders' meeting is not held because the shareholders' meeting is convened as a distinction standard.Usually a person falsifies the resolution of the shareholders' meeting.The situation is extremely concealed and subjectively malicious,so it should be treated with the strictest standards.Secondly,if the forgery signature is forged by the company's general matters,it should be dealt with by revocation.Finally,in the case of forgery of the signature transfer of the company's equity and the internal capital increase and capital reduction,the company's merger should be judged invalid.Equity transfer,increase and decrease of capital and merger involve changes in the company's equity.Equity is an important tool for shareholders to exercise their rights and is a substantive right.Based on the protection of the basic entity rights of shareholders and the reference of foreign legislation,the determination that the resolution is invalid should be made.The resolution to falsify the shareholder's signature for external guarantees and external capital increase and capital reduction is based on the protection of the principle of trust,the maintenance of bona fide third party rights and the stability of market transactions.The recognition of the validity of the guarantee and the effectiveness of the capital increase shall be validly recognized.It is not only the respect for the value of the guarantee system itself,but also the compliance with the General Principles of the Civil Law and the effective connection between commercial law and civil law.In order to enhance the authority of the judiciary,promote the unification of the results of legal judgments and save judicial resources.On the basis of observing the existing norms,the types of disputes in real life are separately analyzed and characterized.This will also facilitate the convergence of the relevant theories of civil law and commercial law,and promote the systematization of the legal system.