| Since the reform and opening up to the 19 th CPC National Congress,the company,as the most active subject in the development of the market economy,has played a vital role in promoting the development of the market economy.The company’s status has become increasingly prominent,and the number of disputes over shareholders’ resolutions caused by it has been increasing year by year.As the sole legal way for shareholders to express their individual demands,the resolution of the shareholders’ meeting deserves sufficient attention.The round does not break the rules,the square does not break the rules,the family does not break the rules,and the country does not break the law.Similarly,the company,a profit-seeking group,must comply with legal requirements.The resolution of the shareholders’ meeting is the only legal way to express the intention of the shareholders.The fundamental feature of the resolution of the shareholders’ meeting is to adopt a capital majority method in accordance with the requirements of procedural justice to form a legally binding result for all members,thereby raising the shareholders’ intention Meaning for the company.The long-standing difficulty in shareholders’ resolutions is the legal effect of resolutions.Article 134 of the General Principles of Civil Law officially promulgated in 2017 qualitatively determined the company resolutions as a type of civil legal act,but we should see the specificity of the company resolutions,the inapplicability of the subject,and the failure of conditions Applicable,functionally inapplicable,etc.,can not simply understand the resolution as a general civil juristic act.Article 22 of the Company Law and Article 5 of the Judicial Interpretation of the Company Law(IV)provide for a system of flaws in company resolutions,which can be filed with the court for cancellation,invalidation,or unsuccessful claims that meet the conditions prescribed by law.However,the ambiguity of legal provisions simply specifies the general types of content defects and procedural defects.Once it encounters specific types of defects,it will not be enough,which will cause many obstacles to judicial trial.In reality,there are various reasons that cause lawsuits with flawed resolutions.Among them,lawsuits with flawed resolutions caused by forged shareholder signatures deserve our attention.In April 2016,Article 5(3)of the Judicial Interpretation of the Company Law(IV)(Consultation Draft)issued by the Supreme People’s Court stipulated the impact of forged signatures on the validity of the resolution,and put forward two views.This issue is controversial both in theory and in judicial practice.In theory,is the resolution of the shareholders’ meeting a general civil legal act in the Civil Law? What are the flaws in forging shareholder signatures? Will it inevitably lead to the resolution being invalid,revocable or untenable?In judicial practice,should the judge continue to abide by the idea that civil law protects individuals ’absolute fairness and justice in cases of defective shareholders’ resolutions? Or is it to apply commercial thinking to resolve commercial cases and achieve "relative fairness" for individuals through the "overall fairness" of the organization.This article mainly analyzes the issues related to the effectiveness of shareholder meeting resolutions from the perspective of forged shareholder signatures.Through theoretical analysis of practical judicial practice,the court ’s decision ideas for similar cases such as the effectiveness of shareholder meeting resolutions forged by shareholders ’signatures are found.The context of judicial opinion.In addition,study and study the legislative practice of the defective system of resolutions inside and outside the region,and analyze the status quo of the defective shareholder resolution system in China.On this basis,based on my own perception and analysis,i will puts forward my personal opinion on the remedy system for falsifying the resolution of shareholders’ signatures. |
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