On The Effect Of Defective Resolution Of Shareholders’ Meeting

Article 134 of the "Civil Code" clearly stipulates that settlement behavior is regarded as a "civil law act",and civil law acts are also defined in the civil law."Civil law act refers to the establishment,change and termination of civil legal relations by civil entities by expressing their wishes.."If the resolution is defined by the law as a legal act,it should abide by the civil legal act rules.But at the same time,when applying validity defects,we should pay special attention to the difference between resolutions and general civil legal acts.Therefore,we should distinguish between resolutions and general legal acts,especially courts.When the court hears a case involving solution behavior,it should first apply the defect rule on the effectiveness of the solution behavior.Only when the solution rule is exhausted,can the general civil legal behavior rule be applied.For example,according to the law,the true expression of will is one of the conditions that civil legal acts should have.As a class action,the voting methods of voting rights holders are "for","against" and "abstaining." In this model,it is difficult to determine the true intentions of the persuader of the vote.In practice,the validity of the resolution will not be judged based on whether the intention is true.Moreover,company resolutions do not care whether personal intentions are true or not,and they need to be bound after the resolution is established.Therefore,more attention should be paid to procedural issues in the process of convening and voting on resolutions,otherwise it is easy to form defective resolutions.Regarding the classification of solution defects,according to the company law and relevant judicial interpretations,there is no dispute.The solution defects can be divided into invalid,revocable and invalid.However,there are no clear legal regulations on how to identify these three types of defects.Only through the judge’s discretion can the judge consider the interests of shareholders and the development of the company in the process of adjudicating the case,and strive to strike a balance between procedural justice and substantive justice.