Study On The Effectiveness Of Shareholders Meeting Resolutions With Procedural Defects Of Limited Liability Companies

In recent years,there are a large amount of cases about the effects of shareholders meeting resolutions which have suffered procedural defects.But the current Company Law and its judicial interpretations have incomplete provisions on the effectiveness of resolutions,which causes the phenomenon about “the same kind of cases have different results ”.according to some similar judgment cases,this paper suggests that types and effectiveness of shareholders meeting resolutions’ procedural defects are not be defined is the mainly reason of the judicial chaos.In order to find research directions and standardize judicial practices,this paper collected and screened 162 judgments on the “Legal databases of Peking University”.After analyzing these cases,this paper discovers that there are three main problems in judicial adjudications.The first one is unclear distinction between different types of procedural defects;the second one is different opinions on the degree of defects in connection to the effectiveness of shareholders meeting resolutions caused by various procedural defects;the third one is irregular references to relevant laws.The main reason is that the legislation does not distinguished in detail about the types of procedural defects in shareholders meeting resolutions,and the rules on the effectiveness of procedural defects in shareholders meeting resolutions are too broad.Therefore,the improvement of the procedural defects in the effectiveness of shareholders meeting resolutions is mainly to classify and define various procedural flaws and to clarify the impact of various procedural defects on the effectiveness of shareholders meeting resolutions in general.This paper suggests that judicial interpretation can be revised from classifying the defects of the shareholders meeting resolution procedures into three stages.The first stage is the defects in the convening stage of the shareholders meeting,including the defects in the convening right and the notice of the meeting;the second stage is the defects in the holding stage of the shareholders meeting,including the defects in the presiding and the attendance of the participants;the third stage is voting stage defects,including defects in voting rights and defects in voting form.After that,the effectiveness of shareholders meeting resolutions caused by these types of procedural defects will be further refined,and the effectiveness of shareholders meeting resolutions caused by various procedural flaws under normal circumstances will be specified accordingly,in order to provide a detailed and universal basis for judicial adjudications.