Research On System Of Non-establishment Resolution Of Shareholders’ Meeting

The establishment of the resolution non-establishment system represents the transformation of the defective resolution system from the dichotomy to the Trisection in China.However,the establishment of this system has not been regulated by law in China,as in other countries that adopt the "three-division" model,only the provisions of the Supreme People’s Court on the application of the company law of the People’s Republic of China(Hereinafter referred to as judicial interpretation of company law(IV))provide for the system of the resolution of non-establishment from the two aspects of the subject matter of flaws and judicial As a result,the resolution of the shareholders’ meeting is not established and the system lacks the legal source foundation.Although judicial interpretation can be used to judge the resolution of shareholders’ meeting,there are still some problems,such as the confusion of the resolution and the single mode of relief,which damage the interests of shareholders and other related rights and interests.Moreover,because of the lack of the rule of legal consequence of non-incorporation,it is impossible to judge the validity of the corporation’s external legal relations.There is still room for improvement in thesystem of the resolution of the shareholders’ meeting.Therefore,through the research on the legal norms and judicial practice of the non-establishment system,from the legislative and judicial aspects respectively,the author puts forward suggestions to improve the resolution system of shareholders’ meeting.The first part mainly expounds the resolution of the shareholders meeting does not establish the system norms.Starting from the relevant provisions of the general principles of Civil Law and the judicial interpretation of company law(IV),this paper discusses the cognizance of the untenable resolution of the shareholders’ meeting,the judicial relief and the effect of the untenable resolution of the shareholders’ meeting.The second part mainly expounds the judicial practice of the resolution of the shareholders’ meeting.According to the procedure of calling,calling and voting of shareholders meeting,this paper makes a typological study on the cases where the resolution of shareholders meeting is untenable,and probes into other reasons why the resolution of shareholders meeting is untenable.Through the case study,it is concluded that the flaws of convenor,the omission of most shareholders,the place,the matter and the forged signature can be the reasons for the untenable flaws of the resolution.The third part mainly expounds the realistic predicament of the resolution of the shareholders’ meeting is untenable.From the first two parts of the study summed up the shareholders’ meeting resolution not to establish the lack of legal provisions,confusion,a single way of relief,legal consequences unknown,incomplete rules of litigation these five issues.The fourth part mainly expounds the shareholders’ meeting resolution does not establish the system to improve the proposal.On the legislative level,the company law should clearly stipulate the system of resolution of shareholders’ meeting not to be established,define the connotation of resolution of shareholders’ meeting not to be established,and add the rule of cure,clear legal consequences to make up for the resolution of the non-establishment of the system in the legal gap.On the judicial level,the judicial interpretation should be improved to provide the rules of litigation for the shareholders’ meeting resolution not to be established,and to provide the thinking for the shareholders’ meeting resolution not to be established.