A Study On The Effectiveness Of Defective Resolutions In Limited Liability Companies

The company resolution is the basis of the legal relationship between the company and the internal and external,so it is important to ensure the effectiveness of the company resolution.However,phenomena such as non-compliance with procedural rules and content defects during the formation of resolutions affect the effectiveness of the resolutions of the company.Article 22 of the Company Law of the People's Republic of China clarifies invalid and revocable company resolutions.Article 5 of the Supreme People's Court on the Application(<Provisions on Some Issues of the Company Law of the People's Republic of China >(IV))adds the defect type that the company resolution cannot be established,and constantly improves the resolution system of company defects.However,the legal regulation of the effectiveness system of resolutions on company defects is not ideal,and the provisions are too principled and not detailed,which makes the determination of the effectiveness of the three kinds of resolutions on company defects into a dilemma and leads to the inconsistent judgment in judicial practice.In addition,provisions and determine the effectiveness of the legal consequences of the type of defect resolution three companies are mostly in accordance with the provisions of the Civil Code,and the company has a special resolution is a legal act of the nature of the Organic Law,which can not simply be applied to the relevant provisions of civil law.On the basis of grasping and deeply analyzing the existing company defect resolution system,dialectically looking at the advantages and disadvantages of the system and correcting its shortcomings will help to perfect the company law of our country.The first chapter of this paper describes the legal regulation status of existing resolutions on company defects in China,respectively explaining the establishment and effectiveness of resolutions on company defects,the classification of resolutions on company defects,the type of effectiveness of resolutions on company defects.The second chapter mainly involves the resolution flaws existing problems of our country company,through the principle of proportion looks into the existing defect resolution system,found the company set up the legal consequence of invalid resolution has no legitimacy,pertinence and feasibility of resolution is not set up and the revocable legal stipulated not specific leading to the boundary is not clear,It does not specify the revocable company resolution and the absence of the pre-lawsuit cure system of the company defect resolution.The third chapter discusses the effectiveness system of foreign resolutions on corporate defects and tries to seek useful experience from foreign legal systems.The fourth chapter puts forward the suggestions of distinguishing the resolutions on corporate defects under the framework of the principle of proportionality,clarifying the types of resolutions on corporate defects,classifying the application of revocable resolutions on corporate defects by type classification,retracting and ratifying the resolutions before filing a lawsuit,and treating the resolutions on corporate defects by means of non-litigation agreed by all shareholders.