Research On The Behavior Of Corporate Resolution From The Perspective Of Civil Legal Action

The General Principles of Civil Law has formally stipulated resolution act as a new type of civil juristic act,but only two articles have made a brief provision on the form of establishment and scope of restriction of resolution act,which urgently needs unified integration and interpretation.Therefore,it is a wise choice to construct a legal doctrine system of Corporate Resolution behavior,centering on the core elements of resolution behavior stipulated in Article 134,paragraph 2,of the General Principles of Civil Law,and connecting with the specific provisions of the Company Law and other laws on Corporate Resolution behavior.In the process of constructing the doctrine system of Corporate Resolution act law,we should not only give foll play to the explanatory power of the legal act theory and integrate the Corporate Resolution act into the legal act theory,but also face up to all the nmiqueness of Corporate Resolution act and take solving practical problems as the guidance.The binding loasis of corporate decision behavior lies in community autonomy.Procedural justice assumes the responsibility of obtaining the community's will in the process of making decisions.Majority decision,as a technical means of public choice decision-macing,is the way to realize community autonomy.The distinction between incorporation and revocation of company resolutions is not entirely the result of logical deduction,but largely depends on judicial experience to judge the severity of various procedural problems.Therefore,on the one hand,the non-establishment of a resolution is based on factual judgment rather than value judgment;on the other hand,only conceptual deduction and logical reasoning can not explain the real situation of the non-existence of a resolution and the difference between the non-establishment of a resolution and its revocability,so it is necessary to define the non-establishment of a resolution as fundamental and influential.The resolution really exists on the basis of the violation or absence of procedural elements.As far as corporate resolution behavior is conceerned,it should also follow the principle of "effective presumption" of the validity of the behavior,and the presumption of the established corporate resolution behavior is valid.In other words,the validity of corporate resolution is not because corporate resolution is in accordance with the law or judged to be valid by the judge,but directly derived from the free will of the association itself.The requirement of community autonomy is that the company makes a resolution through legal procedure,and the resolution has been established.If there is no deterrent factor of effectiveness,the legal effect will emerge immediately.The binding basis of Corporate Resolution lies in the autonomy of associations,while following the procedural justice can guarantee the authenticity of the expression of will in the autonomy of associations.The violation of the procedure is an illegal problem on the surface,but actually involves the authenticity of the intention.As far as the group behavior of resolution is conceemed,the true meaning of the Association gathered by its members on the basis of expressing tiheir intention must be guaranteed by strict procedural mechanism.Out of respect for the autonomy of the will of the commercial subject,and in order to strengthen the stability and certainty of the company.s behavior,in principle,the resolution flaws are relieved by the revocation of the resolution.Only when the law makes special provisions,can they be relieved by the invalid system.The provisions of invalidity of resolution in Article 22 of the Company Law should also be reduced purposefully.The specific content of company resolution is invalid only when it violates the validity and mandatory provisions of laws and regulations.