Research On The Non-establishment Of Company Resolution

The " Judicial Interpretation of the Company Law(4)" introduced the dichotomy theory and stipulated the " non-establishment of resolution " system.As an important decision-making method of the company,the types of defects in company resolutions should be paid attention to.However,in the judicial interpretation,there are still problems of incompleteness and ambiguity in the system of the non-established resolutions.Due to the lack of domestic research and literature,there are still problems such as the principled legislation and lack of research.In judicial practice,the same Cases with different verdicts emerge in an endless stream.Therefore,this article discusses the nature of non-established resolutions,sorts out the flaws that cause the resolution to fail in combination with procedural justice,and combines the problems in judicial practice to propose solutions to some problems in non-established resolutions lawsuit,hoping to provide a solution to non-established resolutions system to make a modest contribution.This article analyzes the system of non-established resolutions,which consists of four parts.The first part analyzes and summarizes the nature and procedures of company resolutions,the concept and significance of the non-established resolutions,and lays the groundwork for the following analysis of the problems existing in the resolution system.The second part analyzes the judicial status quo in our country,and points out the theoretical problems of the non-establishment system of the company’s decision and the existing problems of the non-establishment lawsuit at this stage.The third part is based on judicial cases:resolutions convened by the person without the right to convene,failure to notify all members to make a resolution or notification with major flaws,failure to hold a meeting forged resolutions,insufficient attendance by law or regulations,and the voting results of the meeting did not reach the company’s To sort out the major procedural flaws that caused the resolution to fail in terms of the proportion of approvals stipulated in the law or the articles of association of the company.The fourth part provides suggestions for improving and developing the existing system of company decision not to establish from the perspectives of expanding the scope of eligible defendants for non-substantiation lawsuits,clarifying the external effect of the non-substantiation decision system,and the healing mechanism.