| After a quantitative empirical study of the effective judgment of disputes over the non-establishment of company resolutions,it was found that the overall number of cases of disputes over the non-establishment of company resolutions is on the rise,but the handling of such cases is not yet sufficiently perfect.The core problem lies in that,under the limited scope of application of the existing statutory reasons for non-establishment of resolutions and the inability to encompass all types of flaws,the standards for determining non-establishment of resolutions are unclear,which will lead to the improper expansion of miscellaneous provisions.The particularity of corporate resolution behavior makes it difficult to control complex situations in disputes over the non establishment of corporate resolutions in judicial practice.When the statutory reasons for non-establishment of resolutions are unable to cover the situation,judicial practice tends to determine the non-establishment of resolutions based on the theory of legal action rules.The premise of this law is to clearly define the nature of company resolution actions.At present,the disputes about the nature of company’s resolution mainly focus on the relationship between the theory of intention expression and the theory of legal act.Since the legislative determination of the nature of their legal acts has become clearer,the theory of legal acts has also become the mainstream doctrine.Although the formation mechanism and expression structure of company’s resolution are quite different from traditional civil legal behaviors,company’s resolution centered on the expression of will will also have corresponding private law effects.The unique attributes conferred by organizational law cannot yet be a sufficient reason for the conceptual system and institutional framework of corporate resolution spillover civil legal acts.Based on this,the determination of the constituent elements of a company’s resolution act should refer to the generality of the constituent elements of civil legal acts and the group nature of the company’s organization,and be summarized as the convening element,the convening element,and the voting element.The three elements collectively reflect the maintenance bottom line of due process and legitimate authority.Based on the considerations of the stability and general applicability of company resolution actions,the reasons for the non-establishment of company resolutions should be relatively closed.After determining the nature and constituent elements of a company resolution,it is possible to further determine the criteria for the non-existence of a company resolution.Specifically,it is necessary to identify the minimum standards for the establishment of each element in each stage of the meeting,and sort them out layer by layer through the phased lack element judgment method.If there are flaws in the meeting procedure that violate the corresponding minimum standards,it is considered that the corresponding constituent elements are absent,and the resolution involved should also be a resolution that does not exist.The lowest requirements for each stage are: the convening process should ensure that the expression of the meeting’s intentions is possible;the holding process should ensure that the matter has undergone substantive review;the voting process should ensure that the expression of true intentions meets the majority rule. |
