Research On The Legal Issues Of Non-established Resolution Of Shareholders' Meeting

With the promulgation of the General Principles of Civil Law,the attribute of the civil behavior of the resolution has become a foregone conclusion.This also marks the end of the theoretical controversy of the nature of the company's resolution,and provides the basis of the upper law and the legal basis for improving the effectiveness of the company's resolution.China's "Supreme People's Court Regulations on the Application of the Company Law of the People's Republic of China(?)"(hereinafter referred to as "Judicial Interpretation of Company Law(?)")was officially established on September 1,2017.It formally cleared the lawsuit and the provisions on the application of the non-established resolution.To a certain extent,it has played a guiding role in the court's practice of hearing cases.It also marks the effectiveness of the resolution in China.The legislative model has moved from the “dichotomy” to the“three-point method” ".However,in the face of intricate corporate disputes,the theory of corporate law is still insufficient.In the judicial practice,the application of the resolution of the shareholders' meeting is not valid,and there will be different judgments in the same case.The purpose of this article is not to settle on the introduction of the system and legislative proposals,but to further clarify the various situations in which the resolution is not applicable according to judicial practice,and to analyze and summarize the several situations clearly listed in the Judicial Interpretation of Company Law(?).Try to construct the applicable standards for theshareholders' meeting not to establish a clause and the remedies for which the resolution is not established.The body part is mainly divided into four chapters.The first chapter mainly analyzes the legal basis of the resolution of the shareholders' meeting.Firstly,it starts with the theoretical controversy of the nature of the company's resolution,analyzes the research history and current situation of the existing scholars,and the "legal behavior theory" and "meaning formation" of the nature of the resolution behavior."And the "internal behavior of group law" was elaborated separately.Then,in the context of Article 134 of the General Principles of Civil Law,the legal behaviors of the company's resolutions are clarified.At the same time,the three characteristics of the company's resolution behavior are different from civil legal behaviors: group,procedural,The effectiveness of the resolution is independent of the external civil legal relationship.Finally,the importance of introducing the resolution is not obvious from both theoretical and practical perspectives.The second chapter mainly analyzes the resolutions of the shareholders' meeting and other resolutions.The author believes that the establishment of the resolution is the first step in judging the validity of the resolution.This is the de facto judgment.On this basis,the value judgment of effectiveness can be carried out.Therefore,the conditions for the establishment of the resolution should be clarified first.After sorting out the views of the relevant scholars,the conditions for the establishment of the resolution are:(1)the qualifications of the shareholders' meeting are legal;(2)the meeting of the shareholders' meeting is actually held and meets the legal number of attendance.(3)The resolution of the shareholders' meeting shall be in accordance with the principle of capital majority and meet the majority consent.Afterwards,the resolutions of the shareholders' meeting were not established and the resolutions were revoked and the resolutions were invalidated.The third chapter mainly uses the 77 cases collected by the author as a sample library to conduct an empirical analysis of the reasons why the judgment of the shareholders' meeting is not established in judicial practice.Through research,thereare eight reasons for the fact that the resolution is not established.At the same time,according to the procedural characteristics of the company's resolutions,it is divided into three categories according to the formation stage of the resolution,namely,the convening stage of the meeting,the convening stage of the meeting,and the voting stage of the meeting,respectively analyzing the flaws in the formation stage of the above resolution.Four of the eight cases that led to the resolution of the shareholders' meeting were not explicitly listed in the Judicial Interpretation of Company Law(?),and may be applied as a situation for other situations.At the same time,we must pay attention to the discretion of the discretion in the referee,and cannot be expanded and applied arbitrarily.The fourth chapter is mainly to study the remedies that the shareholders' meeting resolution is not established.Because the effectiveness of the company's resolution is independent of the external civil legal relationship,the article also covers the internal relief of the company and the relief of external third parties.The company's internal remedies are divided into two modes: non-litigation remedy and litigation remedy.For non-litigation remedy,the author further analyzes the cure according to the different situations summarized in the second chapter.Finally,in response to the problems that are not clearly defined in the law and the judicial interpretation,the proposal to improve the internal resolution of the company's company resolution is not proposed,mainly to increase the non-litigation remedy and the prosecution period and the validity of the judgment.For the protection of external third parties,this paper believes that this is the issue of the internal validity of the company's resolution,and generally does not affect the legal relationship of external goodwill third parties.Similarly,in the end,it also proposed to improve the resolution of the third party in China.