Research On The Validity Of The Resolution Of The Limited Liability Company's External Guarantee Shareholders' Meeting

The provisions on guarantee matters of joint stock limited companies are more stringent and systematic,so the effectiveness of the shareholders' meeting resolution studied in this article is limited to limited liability companies.Although the provisions of Article 16 of the "Company Law" stipulate the organization,the procedure and content of the decision-making,it still lacks the provisions of the legal consequences of Article 16 and comprehensive preventive remedies.As a result,the resolution of the guarantee shareholders' meeting is lack of a clear solution to violations of the law,the company's articles of association,and creditors' failure to fully review their obligations.As a result,there were various doctrine disputes,conflicts of refereeing,and some difficulties of application.From the perspective of the company's external guarantees,this article will dig deeper into the legal consequences of the company's resolution on the external guarantee of the shareholders' meeting in violation of laws,regulations,etc.,and propose some preventive and remedial measures in a targeted manner.The article is divided into four parts.The first part focuses on analyzing the nature of the shareholders' meeting resolution.The analysis shows that it is not a legal act or a contractual act,but it is a manifestation of the subjective meaning formation phase of the company's ideographs,and is the basis for the formation of legal actions.And the resolution alone can not produce legal effects,its legal effect can only be formed through the execution of the executing agency,and analyzes the influence of the shareholders' meeting resolution on the guarantee contract.The second part examines the legislative model of the effectiveness of the shareholders' meeting resolution in the external guarantee of the company,and analyzes the application of the foreign model of the country's legislation.It mainly examines the “reasonable management” legislative model in the Anglo-American law system,the “perfect corporate governance structure” legislative model of the civil law system,and the “mandatory limitation” model of the Taiwan region and Japan.Combining with the legislative history and status quo of China's Corporate Law on the resolutions of the company's external guarantee shareholders' meeting,we summarized the legislation model of China's legislation that references the “complete corporate governance structure” of the civil law system,and continued to move closer to the “reasonable business model” of the Anglo-American law system.Legislative trends.The third part is the judicial confirmation of the effectiveness of the company's external guarantee shareholder meeting resolution.Based on the relevant theories of the resolutions of the shareholders' meeting and the specific cases,the legality of the shareholders' meeting is discussed firstly.When it is pointed out that the shareholders' meeting resolution violated the special external guarantee resolution requirements and the "ruling of voting rights" rule,it is determined that the resolution was not invalid,but it should apply administrative mandatory provisions and combine with the specific case to confirm that the resolution is valid or revocable.Secondly,review the company's resolution of external guarantee shareholders' meeting.It is pointed out that the company's external guarantees belong to the company's rights,and the company's articles of association may provide for allowing or prohibiting or limiting the company's external guarantees.If the company violates the company's articles of incorporation to provide guarantees,it may determine the validity or invalidity of the guarantee contract in the light of the subjective status of the third party.Second,it discusses the situation where the shareholders' meeting is forged to provide guarantees.In the third part,each part of the discussion is inseparable from the creditor's subjective will,so the creditor's review obligation is finally determined.When a creditor conducts a reasonable and necessary review of the company's articles of association and resolutions,and the matter in a dispute is "whether it is unknown or not should be known",it is good faith and the validity of the resolution can be determined from the subjective will of the third party.The fourth part is about the company's external guarantee shareholders meeting resolution mechanism to improve the proposal.Based on the discussion of the first three parts,some suggestions for perfecting the resolutions of the company's external guarantee shareholders' meeting were drawn up in the order from the prevention of relief to the investigation of enhanced accountability,from the improvement of internal corporate governance to the strengthening of third party external review obligations.First,optimize the internal governance structure of the company in China.Secondly,improve the relief mechanism for relevant stakeholders in the resolutions of the company's external guarantee shareholders' meeting.First,with reference to the provisions of the "General Principles of Civil Law" concerning the resolution withdrawn and meaning revocation,the resolutions of the shareholders' meeting shall be given the right of withdrawing and revocation.The second is to give the board of directors,board of supervisors,creditors and other stakeholders the right to sue,and establish a discretionary dismissal system,giving judges the discretion to settle similar cases.The third is to perfect the company's external guarantees in the resolution of the shareholders meeting in violation of the law and the company's articles of association of the accountability mechanism,increase the shareholder meeting resolution violation of the law and the company's articles of association punishable costs,the formation of civil liability,administrative regulations,criminal responsibility as one of the punishment system.The fourth is to strengthen the creditor's obligation to review the articles of association and resolution with a view to reducing the number of disputes in the commercial activities of the company's external guarantee shareholders' meeting.