Study On The Resolution Flaw Of Shareholders' Meeting

Resolution of shareholders'meeting is a legal team act that is made by shareholders in accordance with the procedures of legal or articles of association. Resolution of shareholders'meeting binds on the entire shareholders, directors, supervisors and senior managements. The resolution flaw of shareholders'meeting means the contents or procedures of the resolution violates legal or the articles of associations, which leads to the revocation, invalidity or inexistence .This thesis is about to develop discussion with regard to the above three defects, specifically analyzes the cause of actions and the treatment measures to different flaws, and clarify my viewpoint on the problems of plaintiff and defendant, sue duration, litigation guarantee and the effectiveness of decision. Lastly, the author puts forward legislative suggestions about defects of China Corporation Law.The full thesis is divided into four parts except introduction and conclusionThe first part discusses the nature, validity scope, the conception and legal rules of the resolution. Resolution of shareholders'meeting is a legal team act,a resolution which lacks essential legal conditions belongs to defect resolution. The resolution is regarded as inexistence when it is extremely serious, the resolution is invalid when it violates the legal rules and revocation when it violates the procedures of legal or the articles of association. The second part discusses the type, cause and treatment of revolution flaw of the corporation. The revolution flaw of the corporation is divided into three types: invalidity, revocation and inexistence, they are different from each other; some of the defects can be treated under certain condition.The third part discusses sue procedure of resolution of shareholders'meeting, including the confirmation of plaintiff and defendant, sue duration, litigation guarantee and the effectiveness of decision. The plaintiff is entitled to institute an act to the court within statutory duration, the defendant shall answer the court, the defendant is entitled to ask the malicious shareholder to provide proper guarantee. The decision of court is effective to the future, and will make retrospective effect under proper condition as well.In the fourth part, the author puts forward legislative suggestion on how to perfect China Corporation Law, regarding violation of the regulation as cause of defect decision, the decision of the shareholders'meeting which violate the legal and regulation will not necessarily lead to invalidity, enlarging scope of the plaintiff and explicit corporation as the defendant.