On The Determination Of The Effectiveness Of Resolutions Of Shareholders Meetings By Forging The Signatures

The invalid and revocable system of resolutions in company law is not enough to dealing with the complexity of practice,especially the determination of the validity of resolutions of shareholders meetings for forging signatures.The judicial interpretation of the "Company Law"(4)attempts to provide legislative countermeasures,but because of logical loopholes such as confusing flaws in voting methods,flaws in resolutions,and inexhaustible enumeration,not achieving the desired effect.The academic community also has divergent opinions on the validity of resolutions of shareholders meetings that forged signatures,which has caused the courts to have “different judgments in the same case”,which has seriously shaken the authority of law and the conviction of justice.The author has sorted out more than 100 judicial practice cases and formed a sample database to sort out the case time,geographical distribution,trial procedures,ruling points,and judgment results,and concluded that the validity of the shareholders meeting resolutions forged the signatures of shareholders.Through the academic analysis and practical analysis of the nature of the shareholders meeting resolution,it is concluded that the shareholders meeting resolution is the formation of a groups intention.The traditional theory of legal behavior in civil law focuses o n regulating the individuals meaning to be true and free,does not apply to the groups resolution.Based on the determination that the shareholders meeting resolution is formed by a group,from the perspectives of civil law thinking and corporate law thinking,the ideas of the shareholders meeting resolutions that the court finds to forge shareholder signatures in practice are analyzed one by one.Whether it is the idea of invalidation of torts in civil law,the idea of no right to invalidate the agency,the idea of invalidation of the resolution in company law,the idea of revocation of the resolution,or the idea of the failure of the resolution,there are certain irrationals.The validity of the resolutions of shareholders meetings for forging the signatures of shareholders should be beyond the individualistic thinking of civil law and rationally return to the perspective of corporate legal groupism.The resolution of the shareholders meeting is formed by three steps: the expression of voti ng intention of the individual shareholders,the acceptance of the shareholders meeting,and th e preparation of the intention of the group.In determining the validity of a shareholders meeting resolution forging the signature of shareholder,a distinction should be made between flaws in the voting behavior of individual shareholders and flaws in the effectiveness of shareholders resolutions.The individual shareholders intention indicates that the defect is only a component of the defect in the resolution process,and the shareholder meetings resolution defect originates from the provisions of t he law,that is,the procedural defect and the content defect.An individual shareholders voting behavior cannot be used to easily veto a complicated process.Moreover,forgery of signatures is a procedural flaw,and the validity of resolutions of shareholders meetings that forge signatures of shareholders is determined by the severity of procedural flaws."Resolution" is essentially "discussion".An important function of the resolution is to set up a place for shareholders to communicate with each other,so that each shareholder can put forward their own opinions and refute the views of others.By convening a meeting,voting on the matters discussed,and gathering the will of each participating shareholder to form a group will,it is possible to determine the severity of the flaws in the voting process.For the absence of deliberative voting procedures,only a fake resolution was formed by forging the signatures of all shareholders,which collapsed the "bridge" of the collective will of the individual and broke the procedural justice of the resolution.Such a "false resolution" is not true at all.The procedural flaw of forging the signatures of all shareholders to form a "fake resolution" is extremely serious.The "resolvable resolution" evaluation is not enough to deal with such serious consequences.The content defect is used to evaluate the procedural defect,it will also causes suspicion of forced law enforcement.Therefore,such a serious procedural defect must be "unsettled" to evaluate the corresponding legal consequences.Forged signatures are,in principle,a flaw in the voting method.For a deliberative voting procedure,forged shareholders signatures are a matter of general procedural defects.Resolutions can be revoked to evaluate the corresponding legal consequences.Inevitably,it is helpless to forge the signature for the benefit of the company,when some shareholders face the ever-changing market environment and rare business opportunities,or after a period of operation of the company,the shareholders who have been forged signatures for a long time have not been informed of the flawed resolution.The objection was raised,and even the defective resolution was implemented by actual action.At this time,the resolution of the shareholders m eeting that falsified the signature of the shareholder was valid.As a tool for determining disputes,the law should allow shareholders or companies that are the best judges of their own interests to take active measures to heal the procedural flaws of forged signatures.That is,the resolution is effective after the flaws of the forged shareholders signature are cured by reconvening the shareholders meeting or the extraordinary shareholders meeting,making new resolutions,and ratifying the shareholders forged by the forged signature.