Analysis Of The External Validity Of Company Defective Resolution

Company resolution is a legal act formed within the company.The company defect resolution is that the company’s shareholders’ meeting or the board of directors in the formation of the intention due to the lack of procedural or content elements resulting in the validity of the company resolution is invalid,revocable,and not established.The external effect of the company defect resolution refers to whether the civil legal relationship between the company and the relative party has been affected after the company resolution has been denied.The legal act of the company consists of two stages: the legal act formed by the internal meaning and the external legal act.In terms of the relativity of legal acts,corporate resolutions only have effect within the company and are not binding on subjects other than the company.However,in the case of legal provisions or articles of association,the company’s resolutions and external acts have a linkage.According to the nature of the association,when the company acts outside,the interest subject at this time involves the company,shareholders,the relative person,so the interests that need to be protected involve the game between the interests of all parties.Although article 85 of the Civil Code and article 6 of the Judicial Interpretation of Company Law regard the relative person’s "good faith" as the factor that affects the external effect of the company’s defect resolution,the rule is still worth knocking deeply.The first chapter mainly discusses the nature of the company resolution and the classification of defective company resolution types.Correct understanding of the nature of the company ’s resolutions is conducive to clarifying the relationship between the company’ s resolution and the implementation of legal behavior.This article defines the company resolution as a legal act,thus finding that the type of defects in the company resolution should include the failure of the company resolution,the invalid company resolution and the revocation of the company resolution.The second chapter mainly from our country legislation level and the judicial level combs the company flaw resolution the external validity confirmation present situation.In the legislation,the legislator does not regulate the external effect of the nonestablishment type of the company resolution;the rule of "good and evil dichotomy system" set on the invalid and revocable external effect of the company resolution focuses on the protection of the bona fide counterpart,and neglects the protection of the interests of the company.In practice,the judgment rules of the court in the determination of the external validity of the company’s defect resolution are still controversial,which leads to the serious problem of different judgments in the same case.The third chapter mainly narrates how to perfect our country company flaw resolution external validity system.Because our company defect resolution is divided into invalid,revocable and not established,the external effect of different company defect resolution types should be determined separately.Combined with the foreign effect system of foreign state company defect resolution,the foreign effect of shareholders’ meeting resolution and board of directors resolution can not be uniformly recognized.The legal matters decided by the shareholders’ meeting shall be determined separately from the external effect of the matters decided.In principle,the company defect resolution should be retroactive,but in order to maintain the security of the company transaction and the interests of the bona fide counterpart,the retroactive effect of the company defect resolution should be limited.On the one hand,the foreign effect of company defect resolution in the Company Law should pay attention to the interests of the company,but not only protect the interests of bona fide counterpart as the pursuit of value.The matter stipulated by the law can only be decided by the shareholders’ meeting,and can not be expressed by other power organs.At this time,when the resolution of the shareholders’ meeting is deemed to be defective,the legal act based on the resolution of the shareholders’ meeting shall of course be invalid.Other matters requiring the resolution of the shareholders’ meeting and the board of directors shall distinguish whether the relative person in good faith determines the legal effect of the company and the relative person.When the relative person is in good faith,the interests of the relative person should be protected;when the relative person is malicious,it should be decided by the company whether to ratify or not.On the other hand,we should set up the period of company defect resolution to realize the balanced protection of company interests and relative interests.