Study On The Non-establishment Of The Resolutions Of The Shareholders' Meeting

The resolution non-establishment system of shareholders' meeting is an important part of the resolution defect relief system in the company law,which adjusts the situation that the resolution procedure of shareholders' meeting has serious defects.Content flaw and procedure flaw are two forms of shareholders' meeting resolution flaw.Whatever kind of flaw appears in shareholders' meeting resolution,it may cause damage to shareholders' interests.This paper attempts to discuss the problem of non-establishment of the resolution,focusing on the analysis of the procedural defects that lead to the non-establishment of the resolution,namely the problems in the procedure of the shareholders' meeting resolution,and the legal consequences of the non-establishment of the resolution.Explore the prevention and remediation measures to meet the needs of the company's practice.This article starts from the research purpose of how to prevent the regulation from the shareholders' resolution:The first part is a theoretical analysis of the resolution of the shareholders' meeting,including the nature of the resolution of the shareholders' meeting,the requirements for establishment,the effectiveness and the type of resolution.The further theoretical discussion on the legislative model of Japan and Taiwan in China will pave the way for the following research on "the decision not to be established" by the shareholders' meeting.The second section analyzes the definition of the untenable resolution and the degree of serious defects.Then,it discusses the embarrassing situation of the current regulations and the legal consequences of the unsuccessful situation of the shareholders' meeting.The legal relationship in which the resolution is not established is analyzed in two cases: internal legal consequences and external legal consequences.The second part is based on the current judicial practice in China,and analyzes the anecdotes in the judicial case by type analysis,and sorts out the process of the meeting,that is,from the three stages of convening,holding,and voting at the meeting to demonstrate it.This article refines the flaws in the important procedures of the shareholders' meeting resolution from scratch.Through the summary of the practical cases,the reasons for the failure of the resolution of the shareholders' meeting and the problems of finding out that the resolution is not established are analyzed.For example,the measures to prevent the resolution from being established are not in place,the absence of the resolution and the lack of cure methods,and the confirmation that the resolution is not established is relatively simple.The third part is based on the procedural flaws discussed in the second part,and proposes ways to prevent the resolution from being established.For example,improve the autonomy of the company's articles of association,set up a resolution in the charter to prevent the establishment of the system,and strengthen the supervision of the shareholders' meeting.Ensure the smooth convening of the meeting;clarify the responsibility and ensure effective prevention beforehand;when there is a situation in which the resolution of the shareholders' meeting is not established,the procedure and the cure method are proposed.If the convening power is considered to be unfounded,then the shareholders can decide the establishment of the resolution by making a resolution in full agreement.