Research On The System Of Non-established Resolution Of Shareholder's Meeting

The General Principles of Civil Law establish the legal nature of resolution actions and stipulate the requirements for the establishment of resolution actions,which provides a higher-level legal basis for the introduction of corporate law into non-resolved resolution as an independent defect type.The Judicial Interpretation of Corporate Law(4)establishes a brand-new type of resolution flaws,not only a response to the relevant provisions of the General Rules of Civil Law,but also the need to resolve disputes over resolution flaws in judicial practice in China.This article starts with the nature and particularity of the legal action of the resolution,mainly takes the resolution of the shareholders' meeting as the analysis object,and analyzes the specific circumstances in the judicial practice of the Judicial Interpretation of Corporate Law(4)in combination with specific cases in the judicial practice.This passage also explores other reasons that can be included in the general clause of the system of unresolved resolution,and finally discusses the non-litigation and litigation remedy methods of unresolved resolution.This article is divided into four chapters as follows.The first chapter mainly discusses the legal basis for the unresolved resolution.Although the general rules of civil law formally define the behavior of the resolution as legal behavior,the particularity of the resolution results in the theory of legal behavior in the civil law not fully applicable to the resolution.There are dichotomy and trisection for the effectiveness of the resolution system.After the introduction of the Judicial Interpretation of Corporate Law(4),China officially changed from a dichotomy to a trisection system.This change is not only for a logic mindset,but also for dealing with the shortcomings in the practical application of the original resolution system of our country.The second chapter is divided into four parts,which mainly conduct a laws and regulations analysis on the system that the resolution is not established.The first part clarifies that the resolution is not established because of the fact that the resolution process has serious flaws.The second part and the third part distinguish the unresolved resolution from invalid resolution and revocable resolution to identify boundary.The fourth part sorts out the order for reviewing the resolutions.The first step of the review should be to judge whether the resolution is established on the factual level and on the basis of the establishment of the resolution,then conduct a legal evaluation of the validity of the resolution.The third chapter starts from the specific provisions of Article 5 of the Judicial Interpretation of Corporate Law(4)and analyzes the five types of resolutions that are not established in conjunction with specific cases,and examines their specific application in judicial practice.This article believes that the introduction of unresolved resolutions pierced a large number of pseudo-resolutions that did not actually hold meetings,and caused serious procedural flaws in practice so that in reality resolutions that could not be established were properly evaluated.The fifth part of this chapter focuses on the impact of procedural flaws in practice on the effectiveness of resolutions and intensively sorts out the opinions of the court and makes its own opinions.The fourth chapter mainly discusses the relief that the resolution is not established,and discusses the possibility and method of specific cure according to the specific situation that the resolution is not established in the third chapter.The second part of this chapter gives a brief discussion on the lawsuit that the resolution is not established,including the subject of the lawsuit,the period of the lawsuit and the issue of responsibility.This article believes that the scope of the plaintiffs for unsuccessful resolutions should be limited to shareholders,directors and supervisors.It should not be considered that the interested parties are the main body of the complaint.A certain degree of regulation should be imposed on the period during which the unsuccessful resolution is filed to maintain the stability of the resolution Sex and efficiency.Regarding the legal consequences of a lawsuit for which the resolution is not established,it is necessary to adhere to the principles of internal and external distinctions,and not to easily deny the effectiveness of legal acts by companies and third parties in good faith.