| Corporate resolutions,which are the declaration of will of judicial person,must be complied with the law.When the company resolution or the company resolution procedure is illegal,the effectiveness of the resolution flaws.The effectiveness of the resolution flaws adopted by "dichotomy" legislation standard and regulated by the company law and relevant provisions of China,which are mainly arranged in article twenty-second of the "company law" that regulates that the shareholders of the company or the shareholders’ meeting make the resolutions of the board of directors invalid or revocable.However the regulations of the flaws in this article are limited and ambiguous,there are a lot of resolution disputes happened in judicial practice because of the scope of "dichotomy" legislation,among which the larger dispute is that whether the company resolution procedure defects that make company resolution invalid should be deemed as invalid or revocable doesn’t reach consensus.The provisions of twenty-second article of the "company law" mainly aim at the shareholders’ meeting(AGM),the resolutions of the board of directors,and the common disputes occur in judicial practice of the defective resolutions of disputes for the shareholders and the board of directors of limited liability company(AGM).This article chooses three invalid resolutions of disputes for the shareholders and the board of directors of limited liability company cases as breakthrough points analyzing the invalid situations by related theories and existing legal norms.As a result,the author thinks that the formation of the forged signature of a resolution of the shareholders’ meeting shall be deemed as invalid.By analyzing the necessity for setting up the invalid company’s resolution system from this paper,we hope to help to perfect the relief system of flaws of corporate resolutions.This article is divided into three parts.The first part of the article selected three cases that leaded the company’s resolution invalid to bring out the disputes focus of the three cases.The second part is the legal analysis of the focus of controversy surrounding the these cases.Based on the analysis of the nature of the company’s resolutions,the author makes a judgment of the company’s resolution flaws of the first dispute focus by combining the actuality which leads the company’s resolution flaws.The Second dispute focus of the cases is that "company law" of our country and the relevant law do not regulate the invalid situation of the decision of shareholders’ meeting,so how should the judicial practice apply the legal basis for discretion? The third controversial focus of the cases is that whether the system of invalid company’s resolution should be set up or not.In the judicial practice,the company’s decisions which are deemed as invalid or revocable can’t form a unified standard for the analysis judgment.The third part is the conclusion of the case study and research inspiration.Through the introduction of the legislative status and theory about the invalid company’s resolution system,the author hopes to get inspiration from the current evaluation combined with the regulations of the Supreme People’s Court on the application of the "People’s Republic of China Company Law" problems(four)(Draft)on the situation that the company’s resolution does not exist to provide some help on the legislative and judicial practice in our country. |
