Comments On Zhang Shengcai V.beijing Century Tianding Company Resolution Validity Confirmation Dispute

Resolution of shareholders' meeting is an ideographic act made by the shareholders' meeting or the board of directors,which reflects the power will of the supreme body,and relates to the normal operation order of the company and the smooth development of the market economy.In practice,the illegal operation procedures and contents of shareholders' meetings emerge in endlessly,the effectiveness of shareholders' meetings' resolutions also shows a trend of decline and decline,and related company law litigation cases are also rising year by year.Comprehensive analysis of similar cases in practice,different courts have different judgments on the validity of shareholders' meeting resolutions,and different judgments in the same case are particularly common.It is still meaningful to study the validity of shareholders' meeting resolutions and summarize the experience of theoretical norms to guide the development of judicial practice.Zhang Shengcai v.Beijing Century Tianding Company Resolution Validity Confirmation Dispute is a typical case of company resolution dispute.The main controversy focus of this case is whether Zhang Shengcai has shareholder qualification,whether the content of the board's resolution belongs to the scope of the board's authority and whether the resolution of Beijing Century Tianding Company's shareholder meeting is valid.Through the relevant theoretical research on the validity of shareholders' meeting resolutions,we can draw the following conclusions: firstly,Zhang Shengcai fulfilled his investment obligation stipulated in the articles of association according to law a nd did not have the situation of being deprived of shareholders' qualification,so Zhang Shengcai possessed the corresponding shareholders' qualification;secondly,although the responsibilities and powers of shareholders' meeting include the decision to increase or decrease the registered capital of the company,the fact of directly reducing Zhang Shengcai there are no corresponding provisions and requirements in the Company Law and the articles of association for the cancellation of shareholders' qualifications,so the contents of the resolution of the board of directors exceed the terms of reference given to the shareholders' meeting by the articles of association,and the deprivation of shareholders' qualifications by direct resolution seriously infringes on the shareholders' rights of Zhang Shengcai,so the resolution is invalid because of its illegal contents.This case reflects the flaws of shareholders' meeting resolutions.This paper analyses the causes from two aspects of content and procedure.Although the company law has formulated three kinds of remedies for the resolution of shareholders' meeting,the remedies system is still not perfect.We can standardize and improve the litigation system for the resolution of shareholders' meeting by judicial and non-judicial remedies,so that the resolution system of shareholders' meeting can serve the judicial practice and the sustainable development of commercial economy more effectively.