| As the main body of the market economy,ensuring the healthy and orderly development of the company is an important measure to stabilize China’s economy.As the expression of the company’s will,the company resolution plays an extremely important role in both its internal management and its external business.Therefore,it is an important way to avoid or effectively deal with the flaws of company resolutions as much as possible to ensure the authenticity and effectiveness of company resolutions.In recent years,with the development of economic diversification and the enhancement of capital liquidity,the equity of many companies has become increasingly complex,and the balance of rights and interests among shareholders has become increasingly prominent,which has led to the diversification of flaws in corporate resolutions.In order to improve the applicability of contemporary relevant laws to judicial practice,China issued the Judicial Interpretation of the Company Law(IV)in 2017,which clarifies the type identification of flaws in corporate resolutions in China,The "dichotomy" was formally transformed into "trichotomy".On the other hand,China’s relief system for corporate resolution defects is increasingly improved at the legislative level due to the implementation of the "trichotomy".However,on the level of judicial practice,due to the substantial deletion of the Judicial Interpretation of the Company Law(IV)compared with its draft for solicitation of opinions,only six articles related to the defects of company resolutions were retained.Therefore,the judicial interpretation IV for the improvement of our company resolution flaw relief system is more reflected in the improvement and supplement of the mechanism,but there is still a gap in the practical application.Therefore,the promulgation of Judicial Interpretation IV enriches the classification of corporate resolution defects in China,and also strengthens the scope of legal protection for corporate resolution defects.Among them,"other circumstances leading to the failure of the resolution" in the case of non establishment lawsuit is equivalent to the establishment of a "bottom-up" clause for corporate resolution defects in China.Although the era of "trichotomy" has indeed ushered in a new era of corporate resolution flaw relief in China,there are still deficiencies in the relief system as a whole,especially the corresponding relief system and relief methods are not enough to perfectly bear the type of corporate resolution flaw of "trichotomy",which has caused some disputes about the type of corporate resolution flaw.Establishing the typology of defective corporate resolutions in China is conducive to maintaining the objective guarantee of corporate order in China,and is also an inevitable trend to strengthen the relevant judicial application in China.In view of the typology of invalid and non establishment of defective corporate resolutions,the research on revocable typology of defective corporate resolutions is relatively blank.It has a relatively important theoretical significance and practical guiding value for the type of revocable corporate resolutions.To complete the type of revocable corporate defective resolutions,it can not only clearly distinguish the judicial boundaries between revocable corporate defective resolutions and unfounded lawsuits,but also further clarify the nature and effectiveness of corporate resolutions,and at the same time distinguish the flaws of corporate resolutions and minor flaws of corporate resolutions.On this basis,through the application of the general rules of revocable civil legal acts and the special effect rules in the perspective of organizational law to corporate resolutions,we can determine the revocable type of defective corporate resolutions.In addition,on the basis of analyzing the causes of revocable company’s defective resolutions,the paper puts forward the repositioning and rule reconstruction of the revocable system of company’s resolutions.On the basis of establishing more relevant judicial guidance,we will more comprehensively improve the healing mechanism of revocable resolutions by accurately defining the concept of minor defects in the revocation mechanism of corporate resolutions. |
