| With the prosperity and development of China's socialist market economy,as a main body of market transactions in a market economy,joint stock companies have become increasingly important.The resolution of the shareholders' general meeting is the concrete basis for the company to handle company affairs and conduct civil and commercial legal acts.If there is a flaw in the resolution,it will definitely affect the company's efficiency and stability,and will have an adverse effect on the company's internal governance and external trading behavior.Therefore,in order to resolve a dispute over a resolution of a shareholder meeting in judicial practice,China's"Company Law" established the defect system of shareholders' meetings in 2005.And the "Company Law Judicial Interpretation(4)" perfects the specific content of the resolution defect system in 2017,the important one is the newly added resolution system.As a result,China has formally established a "Three-division method" to the resolution mode.Although Judicial Interpretation ? provides for the system of resolutions of shareholders' general meetings,the relevant regulations are not detailed enough and need to be further studied and improved.In order to better resolve disputes caused by the failure of the resolution of the shareholders' general meeting in judicial practice,and to balance the interests of all parties,this article takes the resolution of shareholders' general meetings as the topic,and analyzes the applicable issues involved in the failure of the shareholders' general meeting,then puts forward suggestions to improve the system of shareholders' general meeting resolution.The content of this article is divided into three parts:introduction,body and conclusion.The body content includes four parts.The chapter one is a general theory of the shareholders' meeting resolution.First,the writer points out organ of company and affirms that shareholders'general meeting is the power organs and intention expressing organs of joint stock companies.The shareholders 'general meeting adopted the principle of capital majority decision and made a resolution.Then by analyzing the existing theories of the nature of resolutions of shareholders 'meetings,it is affirmed that the resolutions of shareholders' meetings have the essence of legal acts and belong to a special kind of legal acts.Next this article analyzes the internal and external effects of the resolutions.Next,we discussed the "two-division method" and"three-division method" processing modes adopted by various countries or regions,and the official interpretation of the judicial interpretation of company law IV has added a new system of resolutions for shareholders' meetings,thereby establishing "three-division method" processing mode.The chapter two is the independent value of unestablished resolutions.By analyzing the function of the system of resolutions of shareholders'general meetings and analyzing the difference between these resolution systems,so as to better understand and apply the resolution of the shareholders' general meeting.The chapter three is the application of the unestablished resolution.Firstly,it analyzes the parties who decide not to establish a lawsuit in the shareholders 'general meeting;secondly,it analyzes the time limit for filing a lawsuit in which the shareholders' general meeting decides not to establish a lawsuit;thirdly,it analyzes internal legal consequence and external legal consequence of the unestablished resolution.The chapter four is suggestions for improving the system of shareholders' general meeting resolution.This chapter provides perfect suggestions for the legislative provisions on the system of non-establishment by analyzing the relevant provisions of the company law and its judicial interpretation and combining the previous analysis and research about the application of the unestablished resolution. |
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