System Construction Of Procedural Standards In The Effectiveness Of Company Decisions

The fourth judicial interpretation of company law of The People's Republic of China provides a more meticulous trial path for the trial of disputes over the validity of company resolutions.However,the legal provisions cannot fully cover the complicated circumstances in practice.There are still inconsistent problems in the identification of procedural defects.By collecting a large number of cases in practice and summarizing these rules,this paper distinguished the consequences caused by different degrees of procedural defects,and attempted to build a system of procedural standards of Corporate Resolution under the trichotomy.Serious procedure defects which fundamentally affect shareholders' rights will lead to the resolution fail to be established.Due to the low influence of the common procedure defects,shareholders are given the right of revocation to remedy.The boundary between the resolution is not to be set up and voidable decision lies in whether the shareholders express their will and meet the principle of majority decision.If the shareholder has made a ratification or it does not produce an effect on their rights,the slight procedure defects will not interfere the validity of the resolution.Nevertheless,the application of discretionary rejection system must also be limited to the extent that there is no actual infringement on shareholders' right to take part in the meeting and they must know all the information.