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A Research On Defects Of Company Resolution In China

Posted on:2019-01-26Degree:MasterType:Thesis
Country:ChinaCandidate:C Z WangFull Text:PDF
GTID:2416330602458378Subject:Law
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The provisions of the Supreme people's Court on the Application of the Company Law of the People's Republic of China(4)(hereinafter referred to as "Company Law interpretation(4))shall come into effect on September 1,2017," The provisions of articles 4 to 6 of this interpretation perfect the types of litigation of defects in company resolutions in our country,and increase the action of untenable resolutions on the basis of the actions of invalidity and revocability of company resolutions,which plays an important role in guiding commercial trials.In the past,the research emphasizing in this field of suggest that our company law should perfect the litigation of untenable company resolution,perfect the system of discretionary dismissal of revocable action,or only compare the difference between revocation and invalidity of corporate resolution vertically.Company Law interpretation(4)has made up for the loopholes in the legislation,but application of Company Law interpretation(4)as the basis for adjudication needs further accumulated experience in judicial practice.In this context,I try to comb the views of past scholars,analyze the current legal system,the untenable action against the company resolution,the revocable action,The potential disputes that may exist in the application of the action of invalidation are summarized and legal suggestions are put forward in order to make some efforts to perfect the litigation of defects in company resolution in our country.The thesis is composed of five chapters except the introduction and conclusion,and main contents of each part are as follows.The introduction sets forth the significance of the topic,the status of the study at home and broad,the research framework and main opinions of the thesis.Chapter 1 introduces an overview of the types of litigation of defects in company resolutions in China.This paper enumerates and analyzes the basic concepts and elements of the three types of corporate resolution defect action,and analyzes the original defendant subject,legal cause,litigation nature of the untenable,revocable,invalid litigation of the company's resolutions by means of tabulation and comparison.And whether or not to apply the statute of limitations or reprimand period.Chapter2 Through the comparative analysis of the establishment methods of different countries to the litigation of company resolution defects,this paper analyzes the different legislative purpose and significance of the three types of litigation of the defects of company resolutions.Therefore,the three-point method is obviously more logical and reasonable.Chapter3 The Judicial investigation of untenable and revocable Company resolutions.The author first discusses the judge's judgment mode in the litigation of company defects from the theoretical level,and then classifies the defects in the way of convening and voting in the company resolution as procedural defects.However,the procedural defects of the same type may lead to the resolution being revoked or untenable.The procedural defects of a resolution can lead to completely different consequences of a resolution.By analyzing specific cases,this paper compares the standards and limits of judicial practice between the litigation of untenable resolution and the action of defects.And further analyzes the applicable space and standards of the system of dismissal of revocable actions under the system of defective corporate resolutions in our country.Chapter4 The validity of civil legal acts based on the company's defective resolutions.After the defective company resolution has been confirmed by the judicature to be revocable or invalid,it is the judicial negation of the defective resolution-this internal legal act.However,the efficient commercial subject usually carries out the external legal act based on the company resolution.At this time,the basis of external legal acts-the original company resolution is deemed invalid or confirmed to be nullified from the beginning,how to determine the effectiveness of external legal acts?Even if interpretation 4 of the company law has been expressly "revoked or confirmed null and void,the company's external civil legal relationship with the counterpart on the basis of the defective resolution will not be affected",but since the validity of the defective resolution is confirmed by the judicial subject,which shows that the defective resolution has infringed on its legitimate rights and interests.In this case,the problem of the protection of legal interests formed by the internal legal acts of defective resolutions and external acts forms a value judgment.Therefore,it is necessary to analyze whether the external legal acts formed by defective resolutions should be regarded as valid.Chapter5 The legal suggestion on perfecting the lawsuit of the defect of the Company Resolution in our country.Through the questions in Chapter three and Chapter four,this paper proposes some legal suggestions on the basic principles of the system of decision dismissal of revocable action and on the remedy measures for the infringement on the basis of the existing judicial precedents.Finally,it is the conclusion of the thesis,including the research methods,questions,conclusions and legal suggestions of the whole thesis.
Keywords/Search Tags:Resolution not established, Revocable resolution, Resolution null and void, flaw
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