Shareholder Meeting Resolution Does Not Establish Research

The non-establishment system of shareholders' meeting resolution is one of the core contents of the defective resolution system in the company law.The resolution defects of shareholders' meeting mainly include the defects of entity and procedure,and any kind of defects will inevitably cause damage to shareholders' equity.In the provisions of the supreme people's court on several issues concerning the application of the company law of the People's Republic of China(iv)(hereinafter referred to simply as the judicial interpretation of the company law(iv))issued by China in 2017,the "resolution is not established" system was added.The establishment and implementation of the non-establishment resolution system of shareholders' meeting represents that the current defective resolution system in China has stepped into a higher stage,successfully moving from the original "dichotomy" to the "threedivision method",which is of vital significance for regulating the management of companies and safeguarding the procedural and substantive interests of all shareholders.However,this system is a new system for our country,and there are still some judicial difficulties in its implementation and application in practice.The analysis of the nature of the resolution of the shareholders' meeting can lay a solid theoretical foundation for the exploration of the nonestablishment of the resolution of the shareholders' meeting.It is found that there are two mainstream theories in the academic circle,namely the theory of formation of intention and the theory of legal behavior,based on the dispute whether the resolution behavior contains the expression of intention.Therefore,based on the analysis of the internal mechanism of the resolution act,it can be seen that the formation of the resolution satisfies the three characteristics of the requirements of the legal act,that is,the characteristics of the subject requirements,the characteristics of the expression of will and the characteristics of the relationship between rights and obligations,and then comes to the conclusion that the resolution act is a legal act.This paper USES empirical research method,in view of the present China's judicial practice about the case of the shareholders' committee resolution was investigated to explore,from meeting,conference,meeting voting of the shareholders' committee resolution was not the reason to make a detailed analysis,summed up the current differences of opinion about the system of the shareholders' committee resolution was relatively controversial issues,mainly include: the lack of legislation on the shareholders' committee resolution was accusing the relief provisions;The blurring of the line between non-establishment and revocation of shareholders' resolution;Disagreement on the effectiveness of resolutions of shareholders' meetings with forged signatures;The legal effect that the meeting of shareholders resolution does not hold is not clear 4 questions.In this paper,from four aspects to put forward the resolution of the shareholders' meeting is not established to improve the recommendations,first,in the legislative provisions of internal cure;Second,the clear division of the shareholders' meeting resolution is not established and can be revoked between the two boundaries;Thirdly,the validity of the resolution of shareholders' meeting with forged signature;Fourth,make clear the legal effect caused by the failure of the resolution of shareholders' meeting,and then promote the stable operation of the company.