On The Determination Of Plaintiff’s Qualification In The Litigation Of Corporate Resolution Flaws

In the litigation of corporate resolution flaws,the plaintiff is the key to initiation proceedings.The plaintiffs prosecution qualification reflects the needs of protecting the personal interests of the internal and external subjects of the corporate and protecting the state power to ensure the stability of the company’s transactions and maintain social order.With the continuous development of market economy in China,public participation in corporate activities is becoming more and more common.In addition to shareholders,in judicial practice,directors,supervisors,senior managers,employees,creditors and other subjects sue the court in their own name to confirm the invalidity of corporate resolutions or request the revocation of corporate resolutions.However,the company law of our country has not formed a systematic system of the litigation of corporate resolution flaws,and the standard of plaintiff qualification is not enough.Which makes it difficult for the judicial apparatus to decide whether the parties have the plaintiff qualification.In 2017,the Supreme People’s Court officially promulgated and implemented the Judicial Interpretation of Company Law(Ⅳ)was promulgated and implemented,which further explained the scope of plaintiff for the failure and invalidity of corporate resolutions not covered by Article 22 of The Company Law of the People’s Republic of China,allowing shareholders,directors and supervisors to file lawsuits.Nevertheless,from the exposure draft to the formal judicial interpretation,there are still some problems in the admitting of the plaintiffs qualification in the litigation of corporate resolution flaws,such as the ambiguity of the plaintiffs main scope,the lack of identification of the interests of litigation and the lack of restrictions on the plaintiff’s qualification of shareholders.Firstly,this paper analyses the particularity of the legal acts of corporate resolutions,and then discusses the structural particularity of the main body related to corporate resolutions and the causes of the company resolution flaw litigation,in order to find the legal basis for the qualification of the plaintiff with corporate resolution flaws.At the same time,using interdisciplinary analysis method,starting with the theory and current situation of general plaintiff qualification in civil litigation,this paper summarizes the current pattern of plaintiff qualification in the litigation of corporate resolution flaws and compares it with general civil litigation.Secondly,through the analysis and comparison of the judicial cases,it finds out the problems of plaintiff qualification in the litigation of corporate resolution flaws.Thirdly,through comparative analysis,to study the plaintiff qualification in the litigation of corporate resolution flaws in relevant legislative provisions,academic viewpoints and the legal precedent in civil law countries and common law countries,and finds out the methods that can be used for reference from foreign advanced experience;lastly,it aims at the plaintiff capital in the litigation of corporate resolution flaws.Based on the relevant principles of civil litigation,this paper puts forward some suggestions from the perspective of procedural law to meet the actual needs of our country.Through the study,we should establish the standards of plaintiff qualification recognition combining the legal scope of the plaintiff and the interests of the litigation.At the same time,we should appropriately regulate the qualifications of shareholders as plaintiffs.On this basis,it advocates perfecting the system of litigation guarantee and discretion rejection,establishing a pluralistic system to prevent the plaintiff from abusing his litigation rights,so that the determination of plaintiffs qualification in the litigation of corporate resolution flaws is in line with the purpose of protecting the personal interests of stakeholders inside and outside the company and safeguarding the legitimacy of company resolutions.In order to enrich the theory of the system of corporate resolution flaws,make up for the defects of Company Law and its judicial interpretation,and provide some personal opinions to solve the predicament of judicial practice.