Research On The Legal Nature And Effectiveness Of The Resolutions Of The General Meeting Of Shareholders

The General Principles of Civil Law and the Judicial Interpretation of Company Law(IV)stipulate the establishment and non-establishment of resolutions.Therefore,in terms of legislation,the general provisions of the Civil Law of China determine the nature of resolutions of shareholders’ general meetings as civil legal acts,but theoretically to shareholders.The nature of the resolution of the General Assembly is still controversial.Its main point is that the resolution of the shareholders’ meeting belongs to the meaning of the company.It is not a legal act and there is no question of whether the resolution is established.Secondly,there is also a dispute about the legal action of the resolution of the shareholders’ meeting.This paper systematically collates the viewpoints on the nature of resolutions in the theory,and will discuss the differences between resolutions and the formation of meanings and the differences between other types of legal acts,thus identifying them as independent types of legal acts and discovering general theories about legal acts.There is room for evaluation of the effectiveness of resolutions.Specifically,the full text is divided into the following six parts:The first part introduces the research background,research significance,research status and research methods.The second part,asking questions-with the Interpretation of the Supreme People’s Court on 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)" as an introduction,pointed out that the nature of the resolutions of the shareholders’ meeting in the theory still exists.Dispute and summarize other disputes involved in the nature of the dispute in the resolution of the shareholders’ meeting.In the third part,the nature of the resolution in the theory mainly includes the argument of legal behavior and non-legal behavior.This section first sorts out the viewpoints of the two doctrines.On this basis,this article reviews the viewpoints of non-legal acts.It is considered that the resolution is a legal act.Finally,the difference between the resolution and the single legal act,contract,and common legal act is clearly described.The resolution is considered to be an independent type of legal act.This section proposes a new standard for the classification of legal acts and believes that various legal acts should be distinguished by the structure of meaning and meaning.The adoption of such standards can more strictly distinguish the differences between single-law legal acts,contractual acts,common legal acts,and resolutions.In the fourth part,on the basis of affirming that the resolution is a civil legal act,the "General Principles of Civil Law" and’Judicial Interpretation of the Company Law(Ⅳ)" will be introduced to introduce the resolution into the legal action system.The effectiveness evaluation system for resolutions in China is invalid and revocable.The "dichotomy" evaluation system was changed to a non-institutional,invalid,and reversible "three-point" evaluation system.In the fifth part,regarding the resolution as a legal act,but whether the theory of meaning in legal behavior theory can be used to evaluate the resolution,there is a controversy in the theory.This article believes that the theory of meaning and ambiguity can only evaluate the voting behavior in the constituent elements of the resolution,because the resolution has the attribute of group law,meaning theory cannot be used to evaluate the effectiveness of the resolution.However,the theory of unequal fairness and public order and goodness in the theory of legal behavior can be used to evaluate the effectiveness of the resolution.The sixth part concludes that "General Principles of Civil Law" and "Judicial Interpretation of Corporate Law(Ⅳ)" recognize the legal behavior of resolutions of shareholders’ meetings and introduce resolutions into the theory of legal actions,which enriches the connotation of legal action theory.At the same time,the "triple law" of the resolution made up for the "dichotomies" deficiencies.The unfairness theory in the theory of legal behavior and the provisions of public order and good customs can be used to evaluate the effectiveness of resolutions of shareholders’meetings.