Analysis On The Effectiveness Of The Resolution Of The Shareholders’ Meeting In Which The Signature Of The Shareholder Is Forged Dispute Case

In judicial practice,the validity of the resolution of shareholders’ meeting which forges the signature of shareholders has many problems,for example,the recognition of the forgery of shareholder’s signature is not accurate,the validity of the resolution of shareholders’ meeting is fuzzy,and the judgment path of individual law and group law is mixed.As for this type of case,on the basis of the different issues of the forged signature involved in the resolution of shareholders’ meeting,It should be divided into two parts: the resolutions of the shareholders’ meeting which involve the individual rights of the shareholders and the resolutions of the shareholders’ meeting which involve the corporate affairs.Concerning about the action of forging shareholders’ signature in the resolutions of shareholders’ meeting that involve shareholders’ individual rights,the action of forging is in essence an infringement on the individual rights of shareholders,which violates laws and administrative regulations and is considered as an entity defect.Concerning about the act of forging shareholders’ signature in the resolutions of shareholders’ meeting that involve company’s affairs,it belongs to the defect of the calling procedure and voting procedure in essence,which is a procedural flaw.As for the determination of the effectiveness of the resolution of shareholders’ meeting,the company law should be taken as the judgment path.Firstly,judge whether the resolution of shareholders involved in the case is invalid under the judicial interpretation of company law(iv)after the voting rights of shareholders whose signatures are forged is removed.Then under the premise of the existence of the shareholders’ meeting resolution,the resolution of shareholders meeting that harms entity defects shall be invalid,the resolution of shareholders’ meeting that violates procedural defects can be revoked within60 days starting from the day when the shareholder knows that his signature has been forged.Minor procedural flaws do not affect the validity of the resolution.Defects in effectiveness can lead to adverse consequences and liability.As for the civil liability of the relevant subjects involved,in combination with the analysis of tort law,breach of contract and contracting fault,different subjects should bear related responsibilities.They should be distributed under the “cost and benefit theory of law” and “economical analysis of law” theory.The party who forges the shareholder’s signature shall bear the main responsibility,the third party who is not in faith shall bear the joint and several liability,and thecompany and its directors,supervisors,senior managers and major shareholders shall take on certain supplementary responsibilities.At last,by improving the relevant provisions of the company’s articles of association,the supervision obligations of directors,supervisors,senior managers and relevant institutions are clarified to regulate before the occurrence of the case.Under the principle of respecting commercial efficiency,reduce judicial intervention,realize the balance between individual rights and corporate interests,improve litigation relief and increase non-litigation relief,guarantee the autonomy of the company,promote the better settlement of cases after the occurrence,and promote the stable and orderly development of the company.