Discussion On The Validity Defects Of Resolution Act

Resolution act,an independent type of legal act,is the major consistent wills expressed by group members.It aims to form the rights and obligations,and distribute major interests within the group by the majority rule.Different from other legal acts,the resolution act particularity lies in the following aspects: firstly,the actors need follow a specific procedure to form a meeting;secondly,the actors can eliminate the requirement of consensus wills by agreement;thirdly,the act content is limited by the actor's authority and its determination time is prior to the formed time.The division of the defective status of the resolution validity should conform to the legal logic that judging the validity of the legal act after it has formed,and the legislative paradigm of the "three division method" is more reasonable.However,in the current law,there are four kinds of hybrid confused situations.In essence,the elements to form the resolution act are in line with that of the legal act,but it also considers the particularity,which is mainly reflected in that the meeting must meet the attendance requirement,and the expression of will must meet the majority rule.Besides,the current law sets different attendance portion and majority rule for different kind of resolution acts.The resolution beyond authority does not belong to the "other circumstances" in which the resolution act is not formed.The legal consequences of resolution act invalidity are the same as that of resolution act has never been formed,both of them do not induce the expected legal effects,but other legal effects will occur,which may affect the effectiveness of the external act of the group based on the resolution act and the interests of the third party outside the group.The effective elements of resolution act can be divided into general and special ones.The former requires resolution act must be legal and socially proper,while the latter refers to the administrative approval procedure established for special resolution act in legislation.The violation of departmental rules,incompetence and false expression of actors all do not lead to resolution invalidity.The revocable reasons of the resolution act include the illegal procedure or protocol disobeying except minor procedural defects.The violation of the legitimate rights and interests of the group members may be the revocable cause of the resolution acts of the collective economic organization,the owners' assembly or the owners' committee,but not of the company's resolution.Generally,errors of wills only affect the effect of individual wills,but not directly affect the validity of resolution act.However,technical failure within the control may lead to the revocability of resolution act.Fraud,coercion,evident unfairness and undefined validity rules are not applicable to the judgment of resolution validity.The revocation of a resolution has the same legal consequences as the invalidity of a resolution.There are some problems in the current law of our country,such as the confusion of legislation logic,the incompleteness of the rules and the conflict.It is suggested all kinds of resolution act should be unified,the common revocable cause of different types of resolution act should be restrained,and the right holder should be defined.