A Study On The Effectiveness Of Shareholders’ Meeting Resolution With Forged Signature

The resolutions formed at shareholders’ meetings reflect the independent will of the company and have a significant impact on all aspects of the company.Given the importance of shareholders’ meeting resolutions,disputes involving shareholders’ meeting resolutions account for a large percentage of company cases.A shareholders’ meeting resolution must be signed by the shareholders in order to show that they attended the meeting and confirmed the results of the resolution.However,there are many different kinds of business operation practices,and irregularities in the formation of shareholders’ meeting resolutions are common.In practice,there are often lawsuits filed by shareholders to deny the validity of corporate resolutions on the grounds that the signatures on the shareholders’ meeting resolutions have been forged.These disputes are intricate and complex.The system of classification of resolution defects established by the Company Law and its judicial explanation is too simple to address the needs of judicial practice.This paper takes the resolution with forged shareholder’s signature as the research object and composes the latest research results in the theoretical field.Through the empirical research,it is found that there are two major problems in judicial practice,namely the determination of the cause of defective resolutions and the confusion in the application of defective resolutions.The resolution of shareholders’ meeting should be a group legal act.With regard to the defective form of resolutions,resolutions of shareholders’ meetings with forged shareholder signatures are,in principle,revocable resolutions;resolutions are not valid when no shareholders’ meeting has been held and all shareholders have not unanimously agreed in writing,when the shareholders’ meeting has been held to resolve matters but the legal or chapter approval ratio has not been reached,and when the resolution has not been voted on;resolutions are invalid when the content of the resolution involves the disposal of shareholders’ personal rights and violates the law.The resolution shall be invalid if the content of the resolution involves the disposal of the shareholders’ personal rights and violates the mandatory provisions of the law.Based on numerous factors,the court adjudicated the following unreasonable aspects of the dispute cases of shareholders’ meeting resolutions with forged shareholder signatures: inconsistent determination of the nature of forged shareholder signatures,invalidation of resolutions to protect the rights of individual shareholders,and blurring of the line between revocability and non-establishment.In response to the problems in judicial practice,three ways to solve the problem should be to clearly identify the forged shareholder’s signature as a procedural defect,use the severity of the procedural defect as the judgment standard,and distinguish its validity according to the resolution matters.