On The Improvement Of The System Of Invalidation Of Resolutions Of Shareholders’ Meeting In China

Article 22 of the company law of China stipulates the invalidity of illegal resolutions.This provision only reflects the simple cognition that the illegal resolution is invalid,but fails to establish a clear and complete standard system to confirm the effectiveness of the resolution of the shareholders’ meeting,which also leads to the different cognition of the judges on this rule in judicial practice to a great extent.In other words,under the guidance of the general rule of "the rule of illegal and invalid content of company resolutions",an endless stream of cases reflect the trend of expanding the interpretation of the reasons for the invalidity of shareholders’ meeting resolutions in judicial practice.After all,Article 22 of the company law on the invalidity of the resolution of the shareholders’ meeting is relatively principled.Therefore,in a specific case,the referee determines whether a specific matter will lead to the invalidity of the resolution according to his own judgment,which leads to the continuous emergence of new reasons for the invalidity of the resolution and the phenomenon of different judgments in the same case.In addition,there is also the confusion between the reasons for the invalidity of the resolution and the reasons for the revocability of the resolution.It can be said that the phenomenon of expanding the interpretation of the reasons for the invalidity of the company’s resolution seems to be becoming increasingly common.Starting from the problems existing in the judicial practice of the invalid resolution system of the shareholders’ meeting,this paper summarizes the deficiencies in the current legislative situation of this system,and then puts forward some suggestions on the improvement of this system on the basis of analyzing the value concept that this system should uphold.Specifically,this paper summarizes two main deficiencies of the invalid resolution system of the shareholders’ meeting in China.First of all,the current legislation stipulates that the resolution of the shareholders’ meeting is invalid,which is too principled.Secondly,the scope of the plaintiff of the action of invalidity of the resolution of the shareholders’ meeting in China is not clear enough.This paper believes that it should be improved from the following aspects.Firstly,the reasons for the invalidity of the resolution of the shareholders’ meeting should be clearly listed in the form of a list,and the resolutions that violate the essence of the company and damage the interests of the company,abuse of rights resolutions that infringe on the legitimate rights and interests of creditors,and resolutions that infringe on the voting rights of shareholders and the defect is enough to change the results should be included in the scope of invalid resolutions.Secondly,we should expand the scope of the plaintiff in the lawsuit of invalidity of the resolution of the shareholders’ meeting,and include people who are also closely related to the interests of the company other than shareholders,directors and supervisors.