Research On The Improvement Of The System Of Shareholders’ Meeting Resolution Not Established

Under the modern market economy environment,the company has become the most active market subject.As the highest authority of the limited liability company,the resolution made by the board of shareholders has a great impact on the development of the company.On the issue of the validity of company resolutions,Article 22 of the company law adopts the legislative mode of "dichotomy" according to the different nature of flaws in resolutions,and divides the defective resolutions into two categories: invalid resolutions and revocable resolutions.In 2017,the issue and application of judicial interpretation of company law(4)divided the company resolution into three categories: invalid resolution,revocable resolution and invalid resolution according to the degree of defects,which completed the evolution from "dichotomy" to "trichotomy",but still exposed some problems in judicial practice.In this paper,empirical analysis and comparative analysis are used as research methods to study the current system of non establishment of shareholders’ meeting resolution.On the basis of combing the relevant research results of the academic circles,based on the legislative evolution of the defects of the resolution of the shareholders’ meeting,and combined with the analysis of 333 relevant judgments,this paper focuses on the phenomenon of different judgments in the same case,sums up the problems,and combined with the relevant legislation abroad,finally puts forward the improvement measures.In the article structure,the full text is divided into the following five chapters.In the first part,it puts forward the research background of this paper and the problems to be studied in the full text,and summarizes the current research results combined with the relevant research in the academic circles.The second part is based on the legislative evolution of the defects of the validity of corporate resolutions in China.The paper analyzes the limitations of the legislative logic of the "dichotomy",affirms the important value of the "three-way method",compares the differences between the non establishment,invalidity and revocability of the resolutions of the shareholders’ meeting,which lays the foundation for combing the judgment ideas of relevant decisionsThe third part,through case retrieval,collected a total of 333 decisions of the shareholders’ meeting.After the macro description of time distribution,regional distribution and audit level distribution,a deeper comparative analysis is carried out.Combined with the relevant legislation,combing the thinking of court judgment,we find that the phenomenon of different judgments in the same case is not accidental.The problems are as follows: first,in terms of the scope of the plaintiff,the judgment standard of whether other subjects can become qualified plaintiff is vague except for the shareholders,directors and supervisors explicitly mentioned in the original legislation;Second,the scope of application of the resolution is to be further expanded.Except for the four cases listed in the law,there are only general clauses.Its disorderly extension itself is a reduction of the clarity and guidance of law;Third,the legislation of foreign legal consequences is still blank,which easily leads to judicial disorder and chaos;Fourth,there is a lack of defect healing procedure in the way of relief.Based on the characteristics of the autonomy of private company law,some resolutions that are not established have not yet been implemented.Maybe the original resolution can be revived and have effect through the procedure of defect healing.The fourth part,from the perspective of comparative law,examines the relevant legislation and evolution of the system of shareholders’ meeting resolution not established in the civil law system and the common law system,and summarizes the experience that can be used for reference.In our country,we can refer to foreign legislation in the expansion of the scope of the plaintiff and the introduction of the defect healing procedure,and there is still room for improvement.The fourth part,from the perspective of comparative law,examines the relevant legislation and evolution of the system of shareholders’ meeting resolution not established in the civil law system and the common law system,and summarizes the experience that can be used for reference.In our country,we can refer to the foreign legislation in the expansion of the scope of the plaintiff and the introduction of the defect healing procedure,and there is still room for it.The fifth part,combined with the academic research results,333 judgments summed up the defects and foreign legislative experience,puts forward that in the improvement of the resolution of the shareholders’ meeting,we can try to expand the scope of the plaintiff to the company’s executives and employees;in the application situation,we should confirm the forged signature through clear legislation;we can also refer to the current legislation,the resolution is invalid and can be withdrawn In addition,the author tries to introduce the procedure of defect cure according to the characteristics of the autonomy of private company law.The fifth part,combined with the academic research results,the problems summarized in 333 judgments and foreign legislative experience,puts forward that in the improvement of the system of shareholders’ meeting resolution is not established,we can try to expand the scope of the plaintiff to the company executives and company staff;In terms of application,the situation of forged signature should be clearly defined by legislation;We can also refer to the current legislation about the invalidity and revocability of resolutions to clarify the external legal consequences of non establishment of resolutions;On the way of relief,try to establish the defect healing procedure.