The Research On The External Validity Of Corporate Resolutions

The external validity of corporate resolution refers to whether or how it affects the validity of the transaction between the company and its counterparty after the resolution is denied due to its validity defects.For a long time,corporate resolutions have been regarded as the formation mechanism of the internal meaning of the company,which adjusts the internal legal relationship of the company,and generally only has internal validity and no external validity.How to definite the legal nature of resolution acts is not only the prerequisite of the validity of a resolution,but also the logical starting point for thinking about the internal and external validity of the resolution.As a special civil juristic act,the validity of the resolution may be extended to the counterparty when the company implements the transaction.In terms of positive law,Article 85 proviso section of the Civil Code and Article 6 of Judicial Interpretation of Company Law IV is considered to be two norms for the external validity of corporate resolutions.The key point of "the dichotomy of good and evil" is to judge the subjective state of the counterparty and bear the corresponding review obligation.However,the application of this rule is still in doubt.The first chapter mainly scans the cases of the external validity of corporate resolutions from the aspect of judicial practice.By screening 162 judgments of the Supreme People’s Court of China,a total of 30 related to the determination of the external validity of resolutions.At present,the court has diametrically opposite judgment results to the question whether corporate resolutions have external validity,and there is obvious disagreement.The main problems reflected from the cases include: firstly,corporate resolutions are the formation of the intention of the company,which solely binds the company internally,and there are a cognitive bias on the legal nature of resolution acts;secondly,the criteria for identifying the bona fide counterparty is different,and it is not clear whether the counterparty bears or what form of review obligation it bears;thirdly,the concept of "bona fide" of the counterparty is broad.The second chapter chiefly discusses the basic theory of the external validity of corporate resolutions.At present,theoretical researches on the validity of corporate resolutions mostly focus on the validity of resolution itself,and do not recognize the external validity of resolution.There are two kinds of theories about whether the resolution can produce external validity: "the validity of the resolution is limited within the company" and "the resolution produces external validity".The theoretical point of disagreement is whether to admit that the validity of a resolution may be extended to the counterparty in addition to its internal validity.The debate on the nature of the act of resolution is mainly based on the theory of "theory of juristic act" and "theory of intention formation",showing the potential of competing with each other."Theory of intention formation" provides theoretical logic for the rule of "the dichotomy of good and evil",but insists on distinguishing the internal and external legal relationship between the group and the third person,and completely negates the interaction between the two,which will clear up the normative significance of group resolutions."Theory of juristic act" regards the decision as a special civil juristic act,and takes the decision itself as the first angle of view,which has the back-feeding significance.The traditional structure of "declaration of intention-juristic act" has evolved into "voting-resolution" in resolutions.Under the theory of juristic act,the resolution of a company can be regarded as the formation of internal intention,but because of its separability and visibility,the declaration of intention of a company has a dual structure,and both the internal and external declaration of intention of a company is juristic acts.From the perspective of the realization of the will of the company,when the company implements juristic acts externally,the meaning carried by the resolution may also overflow the scope of the resolution.The representative right of the company is the medium for the resolution to produce external validity.It can be addressed only if the authority of representation is absent.The third chapter is mainly to analyze the judgment rules of the external validity of the corporate resolutions.First of all,the existing rules of external validity adopt the legislative mode of "bona fide protectionism",which gives priority to protecting the bona fide counterparty and judges the validity of the external juristic act formed between the for-profit legal persons and counterparties through the good and evil intentions.Secondly,bona fides is an important concept to ensure the security of transactions.In the private law,bona fides in the negative concept should be taken as its connotation,but bona fides in the external validity of the resolution should be put under the context of commercial law,so as to make the counterparty bear the corresponding review obligation,and exclude the improper commercial use in the bona fides of civil law.Finally,the essence of counterparty’s obligation is to examine the true intention of the company completely,which includes the content of the resolution and the formal representation authority granted to the legal representative or the agent of the company by the resolution.The counterparty shall bear the obligation of reasonable formal examination of the contents of the resolution,and fulfill the obligation of prudent care in the transaction.In the examination of the representative authority of the legal representative,the counterparty shall distinguish between the statutory restriction and the intended restriction in the ultra vires representation.If it is a statutory restriction,it is presumed that the counterparty has no bona fides while the intended restriction on the legal representative’s right of representation imposed by a legal person’s articles of association or its authority body shall generally be presumed to be in bona fides.The review of the authority of the agent of the company by the counterparty shall be based on the matters beyond the scope of authority prescribed by law.The fourth chapter principally carries on the systematization construction from the organizational law’s visual threshold to the corporate resolution external validity rule.Firstly,the historical evolution of the theory of the validity of resolution in our country has advanced from the "dichotomy" to the "trichotomy".Secondly,according to the legislation of foreign countries,civil law countries generally distinguish the external validity of the resolutions of the shareholders’ meeting and the board resolution.Once the resolutions of the shareholders’ meeting are revoked,confirmed to be invalid or not established,the court judgments have the effect of on the outside world and retrospective effect,and the validity of the juristic act carried out by the representative organs of companies and their counterparties will be directly affected.In contrast,the defective validity of board resolutions generally do not have external validity unless the company can prove that the counterparty is not in bona fides.Finally,from the perspective of interpretive theory,the system of determining the external validity of resolutions should be based on the decisions made by the shareholders’ meeting and the board of directors,and the protection rules for bona fide counterparties should be discriminated and applied.When it comes to statutory resolutions of the shareholders’ meeting or board of directors,the counterparty should be in bona fides and fulfill reasonable review obligations.