A Shareholder May Revoke A General Assembly Resolution

The resolution of the general stockholders' meeting is that stockholders, based on the number of their stocks, exert the voting power according to majority rule at the company's general stockholders' meeting so as to engender the will of the company. It is one way to make the general stockholders' meeting the top will organ and it is significant to the operation of whole company. The premise of the resolution rescission in our country's company law is that there are blemishes in the procedure of the general stockholders' meeting (the meeting convoking and the resolution methods) and in the content of the resolution. The reversibility system of blemishing resolution of the general stockholders' meeting has been established in many countries' company laws, so has our country's new Company Law in its 22^nd item. However, it is necessary to have further researches in such issues as the understanding of the resolution itself, the causes of the resolution rescission, the qualification cognizance of the cancelled stockholders, the implement of the rescission rights, the juristic effect of the rescission adjudication, the prevention of misuse of the rescission suit, and the perfection of relevant systems.The whole thesis is composed by the preface, the main body and the closing.The preface discusses briefly the significance of the protection to the minority and middle-sized stockholders off the company laws. And it introduces the stress of this thesis by a true case and then traces out the general frame of this thesis.The first part is about the generality of general stockholders' meeting and its resolution. It discusses the difference between the general stockholders' meeting and stockholders' meeting, together with the concept, characteristics, authorities and sorts of the general stockholders' meeting. The following discussions are the meanings, sorts, essence and the force of the resolution of the general stockholders' meeting. The emphasis is the probe to the essence of the resolution of the general stockholders' meeting and this thesis brings forward "stock rights should be democracy" to be the essence of the resolution. The second part is about the causes of the resolution rescission. It discusses the relevant theories and compares the legislations overseas and it also compares the causes of the resolution rescission in our country's company laws with the previous ones. The emphasis is that disobey of the rules in the resolution content and the voting power of the stockholders who have special benefits or harm to the resolution content could be the causes of the resolution rescission.The third part is about the methods of the resolution rescission. It discusses the people who have the rescission rights, as well as the ways and period of the implement of the rescission rights. The emphasis is that the resolution rescission rights should be endowed to the resolution stockholders, the absent stockholders, and stockholders without resolution rights. And it should also be pointed out that the period in which the resolution rescission rights are implemented is the exclusion period.The fourth part is about the juristic effects of the rescission verdict. It discusses the force of the verdict and the force of the judicature.The fifth part is about the prevention of the misuse systems of rescission rights lawsuit. Three systems overseas are introduced: lawsuit guarantee system, the stockholders demurrer system and discrete rejection system, which are further analyzed according to our country's situation.The sixth part is about the perfection of the resolution system of the general stockholders' meeting and relevant systems. Combining the current legislation status overseas with our country's situation, the thesis gives three pieces of complete advice: the perfection of the juristic prescription of the stockholders number presented at the general stockholders' meeting, the perfection of the convoking system of the general stockholders' meeting, and the perfection of the lawsuit of the resolution rescission.The thesis is closed by the brief talk of its own significance.