Shareholders' Meeting Resolution Defects Relief System Study

Defect of shareholder meeting's resolution is the legal flaw which exists in shareholder meeting's resolution in share-limited corporation and influences its efficacy. The general meeting of shareholder is an important scene where shareholders exercise their stock rights. It has very important functions to embody wills of shareholders and maintain legality and justice of company's movement. In order to protect legality of the general meeting of shareholder and Protect interests of numerous shareholders especially minor shareholders indeed, research on systerm of defect of shareholder meeting's resolution has great theoretical values and Practical meanings. Although our new Company Law provides definite rules for judging cognizance of defective resolution and its legal results, it only constructs general structure. Compared with related laws in other countries and districts, it needs further improvement.This thesis is divided into four Parts, the first Part covers the basic Problem of resolution fault to the shareholders' meeting, involving the concept of resolution fault, affirming the standard, the legal effect that manifestation and fault resolution etc. The shareholders' meeting resolution fault mainly means the resolution procedure and content breaches laws, regulations or the article of associations Relatively loosen in affirming the standard, it can't be quite street demonstrating the procedure fault, including the calling procedure or resolution method and content fault, then the content violating the law,regulation or the article of associations; Effect resolution fault, is invalid or cancelable actually, the assertion should take into the concrete analysis according to the concrete circumstance of the resolution fault. The author puts forward that resolution faults, should follow to keep resolution stability, respect resolution principles procedure and the balance of benefits etc. The third part explores remedies for the defects of resolution. It includes the judicial remedies and the non judicial remedies. First explore the non judicial remedies for the defects of resolution and its rationality, distinguishes revocable resolutions from invalid ones, and explores the ways to correct. It discusses in particular the special Problem of Procedural defect:a shareholders' meeting called by those not entitled, even if all shareholders are present. Then studies the judicial remedies for the defects of resolution, namely the action denying the effect of resolution. It is focused upon the specialty of actions vacating, nullifying and formation——denying resolutions in terms of qualifications of plaintiff, Period after which rights expire, etc and the legal consequences of judgment denying the effect of resolution. In the final Part, the dissertation combines "company law" of Jan.1st 2006 edition to discuss that the new company law influenced the relief system of defect in the resolution of the general meeting of shareholders, then reviews China's relief system of flaw in the resolution of the general meeting of shareholders. Comparing relative legislation of other countries, obviously, it is easy to say that China's legislation seems simple. Author presents two reform means in this dissertation, in order to solve the issue, which is improving China's relief system of flaw in the resolution of the general meeting of shareholders. One is systematic construction, Which builds an effectiveness estimation System of flaw resolution. The other is judicature reform, which needs exert creative and active ability of judicature.