Research On Company Resolution Revocation And Its Civil Liability

Subject to the principle of majority decision and the principle of procedural justice,the effectiveness of the resolution will be affected when the company’s resolution has a conviction on the convening procedure,the voting method or the content of the resolution.China’s law adopts the "three-point method" of the legislative model,which divides the effectiveness of the company’s resolution into three cases:the resolution is invalid,the resolution can be revoked,and the resolution is not established.For the company to resolve the dispute.China’s law only allows public relief through litigation.Article 22 of the "Company Law" stipulates a series of basic issues such as the reasons for the revocation of the resolution,the subject of the revocation right,the statute of limitations,and the guarantee system.Articles 2,3,4 and 6 of the Judicial Interpretation of Company Law(4),which was promulgated in 2017,refine and supplement the applicable rules of law for the revocation of the company’s resolution.It can be said that the basic framework of the Company Resolution Cancellation System in China has been established.However,as a traditional problem in the field of corporate law,this system still has many problems in the connection between legislation and application.At the same time,although the Company Resolution Cancellation System has long been concerned by the theoretical academic community,it is more focused on the discussion of.issues related to the litigation system of the company’s resolution,the number of studies on the legal consequences of the resolution revocation and how to be liable for compensation when the loss is caused by the resolution is less.Although shareholders share capital to set up a company,the success or failure of the company’s operations is most relevant to their interests.Moreover,our law stipulates that shareholders are the only eligible plaintiffs in related litigation.But shareholders are not the only stakeholders in the company’s resolution.As a company’s decision on the company’s production and operation,once the resolution is implemented into internal management and external transactions,a large number of internal and external civil legal relations will be generated.If the resolution is adjudged cancellation,the interests of shareholders,companies and the third parties may be affected when the legal relationship cannot be restored.The end of the proceedings not means the dispute has been resolved.Only when the legal consequences of the revocation of the resolution are resolved,and the damage caused by the revocation of the resolution is properly remedy,and the civil legal relationship changed due to the resolution is restored to the original state or remedy in time when it cannot be restored,the dispute can be completely resolved,and can be truly realized the institutional value of the Company Resolution Cancellation System.Therefore,this paper conducts an in-depth discussion on the Company Resolution Cancellation System through empirical research methods and comparative research methods.Trying to clarify the legal consequences of the resolution and the blame and relief when the resolution is revoked,and putting forward suggestions for perfecting the Company Resolution Cancellation System in China have certain theoretical and practical significance.The article is divided into five parts to discuss:The first chapter outlines the basic theory of the Company Resolution Cancellation System.First,discuss the basic concepts of company resolution,including concepts,nature and characteristics.Then,talk about China’s specific legislative provisions on the Company Resolution Cancellation System.Third,evaluate the institutional value of the Company Resolution Cancellation System in China.The second chapter summarizes and analyzes the litigation status based on the judicial judgment of the company’s dispute on the Company Resolution Cancellation.First,summarize the specific issues of the resolution dispute.Second,sum up the specific reasons for dismissing the indictment,not revoking the resolution,and withdrawing the resolution.Third,recap the legal consequences and civil responsibilities explicitly mentioned in the judgment and other issues that require special attention,and discover the inadequacies of the current Company Resolution Cancellation System.The third chapter discusses the subject range of the judgment,the res judicata and retroactivity of the judgment,and discusses the legal effect and legal consequences when the resolution was revoked.The fourth chapter expounds the responsibility identification and the relief path.Clarify the specific responsibility of the controlling shareholder,directors,supervisors and senior executives for the damage caused by the resolution,and explain clearly the relief path that the company,shareholders and third parties can choose when their interests are damaged.Finally,the fifth chapter puts forward opinions on the imperfections of the current Company Resolution Cancellation System.First of all,it is recommended that the company use the company’s articles of association to make advance prevention and avoid the occurrence of resolutions.Furthermore,complement the Company Resolution Cancellation System learning from the experience of other countries’ legislation and jurisprudence.Specifically,supplement litigation behavior preservation system,apply litigation mediation and reconciliation system,and supplement non-litigation relief measures.