Research On The Binding Force Of The Company’s Shareholders’ Meeting

The shareholders’ meeting of the company,as the highest expression organ of the modern company,forms the resolution of the shareholders’ meeting of the company by voting.The essential attribute of its binding force can be divided into legal act theory and non legal act theory.The independence of the resolution of the shareholders’ meeting of a company is inseparable from its purpose significance,its procedural significance and its instrumental significance,and its basic significance is inseparable from its legal source significance.The resolution of the shareholders’ meeting has the determination function of meaning formation and the appearance function of meaning formation,which effectively reduces the transaction risk of commercial subjects.The company’s resolution is binding on the company’s intention.In order to maintain the transaction security,in the case of inconsistency between the representation of rights and actual rights,the principle of giving priority to the legal acts for which outsiders reasonably trust the representation of rights should be given.The resolutions of the company are binding on all shareholders.The internal binding force of the resolution of the shareholders’ meeting of the company refers to the legal binding effect of the resolution of the shareholders’ meeting on the internal subjects,behaviors and norms of the company in the process of internal governance,decision-making,operation and management of the company.Its binding scope and objects are very wide,including all shareholders,the board of directors,the board of supervisors,internal organs,corporate norms,etc.Types can be divided into valid,invalid,revocable and untenable.Unless the term of validity is clearly specified in the resolution of the shareholders’ meeting of the company,there is no limitation in general.The functions and powers of the board of directors are mostly the internal managers who carry out affairs,formulate specific plans and refine the company,while the internal binding force of the board of shareholders is mostly the basic,fundamental and highest functions and powers.The specific contents of the internal binding force of the resolutions of the shareholders’ meeting of the company are divided into two categories: the disposal of property rights and the disposal of management rights.In terms of the principle that the defect of the basic principle of effectiveness determination is not necessarily invalid,it is necessary to distinguish between the situation of non free voting caused by major misunderstanding of shareholders or fraud and coercion,while the balance of internal binding force of resolutions needs to consider the balance of interests,fairness and efficiency of major shareholders and minority shareholders.The basic standard of effectiveness determination is mainly from the two aspects of resolution procedure and resolution content.The external binding force of the resolution of the shareholders’ meeting of the company refers to the representation or antagonistic effect of the resolution of the shareholders’ meeting on the relative subjects,relevant behaviors and related texts outside the company in the process of the company’s external transactions and exchanges.We can respond to the external legal relationship constrained by the "dichotomy of good and evil".The meaning formed by the company can only be expressed externally through the company’s representative or authorized agent,which essentially depends on the activities of natural persons.The acts of the company’s organs within the scope of their functions and powers for the interests of the company and in the name of the company shall be recognized as the acts of the company.The legitimacy and validity of the resolution of the shareholders’ meeting of the company is the premise of its administrative license with the administrative organ.The resolution of the shareholders’ meeting of the company can be used as evidence of rights and behavior in the judicial organ of the court.