The Study Of The Institution Of Non-established Resolution Of Shareholders’ Meeting

The resolutions of the shareholders’ meeting are the embodiment of the company’s collective will,and are often related to the company’s operating and financial conditions,and are the most concerned content of the company’s owners.With the importance of corporate governance to internal operation management and external environment,disputes over resolutions of shareholders meetings have gradually become a hot issue in corporate law practice in recent years.The "resolution is not established" system is added for the first time in the Judicial Interpretation of Company Law(IV)of China,which officially opens the era of "three divisions" of flawed resolutions.Although this legislation has achieved a major breakthrough,made up for the legislative loopholes in the old model,and played a key role in regulating company behavior,safeguarding shareholder interests and ensuring procedural justice,there are still omissions and cannot solve many difficulties in practice.This paper will discuss the resolution non-establishment system,starting from the fact that the resolution act is a legal act,focusing on the analysis of the causes of determination,the legal consequences of resolution non-establishment and the way of cure,in order to meet the requirements of the resolution non-establishment system of shareholders’ meeting in China,so as to better guide the judicial practice.In addition to the first part of the introduction,this paper is divided into the following four parts to study the non-establishment system of shareholders’ meeting resolution:The second part is mainly about general issues about the failure of the resolutions of the shareholders meeting.Confirm the nature of the resolutions of the shareholders meeting as a special legal act,and then define its connotation,and compare it with the invalidity and revocability of the resolutions of the shareholders meeting,and pave the way for the analysis of the system problems in the third part.The third part is the investigation of the current situation of the non-establishment system legislation of shareholders’ meeting resolution in China.First,analyze the current provisions of my country’s "Civil Code","Company Law" and "Company Law Judicial Interpretation(4)",and then combine the status of the adjudication to propose some current legislative deficiencies in my country,mainly including unclear provisions on the cause of defects,Unclear legal consequences and lack of cure.The fourth part is the reference of relevant system outside the region.On the one hand,it introduces the main contents of the resolution non-establishment system of shareholders’ meeting in Japan and South Korea,including enumerating the specific circumstances of the causes of defects,recognizing the external effect of the action of resolution non-establishment,and applying the litigation guarantee system.The non-litigious relief of the relevant system in Germany.On the other hand,combined with the status quo of China’s legislation,summed up the relevant experience of China can be used for reference.The fifth part puts forward the suggestion of perfecting the resolution not establishing system of shareholders’ meeting.First of all,the integration of the defects of the resolution does not hold.Taking the company meeting procedure as the entry point,the paper further analyzes whether the convening stage,convening stage and voting stage of the company meeting are related to the failure of the resolution.Secondly,it clearly stipulates the legal consequences of the failure of the shareholders’ meeting,clarifies the importance of specifying internal and external legal consequences,and proposes that the failure of the resolution can not be used against external bona fide third parties,so as to safeguard the counterparty’s trust interests and market stability.Again,the introduction of shareholder resolution does not establish the non-litigation relief.Through the attendance of all shareholders,the resolution of the reconstitution and ratification of more economic efficiency means to restore the legitimacy of the invalid resolution.Finally,the security rules for the cases where the shareholders’ meeting resolution is not established are added.In order to prevent shareholders from abusing the right of action,to prevent the company too much into the judicial proceedings,damaging the interests of the company.