1. Under what circumstances is the resolution of the shareholders' meeting invalid?
1. The resolution of the shareholders' meeting that has no right to dispose of the equity is invalid. The shareholders' meeting made a resolution on the transfer of shareholders' equity, and the shareholders who held the transferred equity did not attend the shareholders' meeting in person, nor did they agree to the transfer of equity. If the shareholder's signature is forged, the resolution of the shareholders' meeting is invalid. Because the shareholders' meeting interferes with the right of shareholders to express their opinions on voting matters according to their true meaning, it infringes on the rights and interests of shareholders, which is an infringement in violation of the law. Some shareholders' signatures involved in the shareholders' meeting were fraudulently used by others and were not ratified by shareholders. The content is not its true meaning, so the resolution of the shareholders' meeting is invalid.
2. The resolution of the shareholders' meeting that infringes the shareholders' preemptive right is invalid. In order to maintain the humanization and liquidity of the limited liability company, when the shareholders of the limited liability company transfer their shares to a third party other than the shareholders, the company law gives the shareholders who do not agree to the transfer the preemptive right. If the shareholders' meeting fails to inform the shareholders of the equity transfer, disclose the contract contents of the equity transfer to the shareholders who have not received the notice, and the shareholders who have not received the notice do not understand the conditions of the equity transfer, so that they do not show their attitude towards the equity transfer and cannot exercise the preemptive right, this situation damages and deprives other shareholders of the preemptive right under the same conditions, which violates the legal provisions and the resolution of the shareholders' meeting is invalid. However, if there are other provisions in the articles of association, such provisions shall prevail.
3. The resolution of the shareholders' meeting that illegally modifies the articles of association is invalid. The company law gives greater freedom to the articles of association of a limited liability company, but this does not mean that the articles of association can be stipulated at will. If the resolution of the company's shareholders' meeting violates the mandatory provisions of laws and administrative regulations, the resolution of the shareholders' meeting is invalid. For example, amending the articles of association restricts shareholders' voting rights, which violates the provisions that shareholders have the priority to subscribe for the company's new capital, and violates the provisions that more than two-thirds of the voting rights are required to amend the articles of association. All resolutions of the shareholders' meeting that make the above related contents are invalid.
4. The resolution of the shareholders' meeting that illegally distributes profits to shareholders is invalid. The legitimate asset income enjoyed by shareholders is the company's dividend. Article 4 of China's Company Law stipulates that shareholders of a company shall enjoy the right to return on assets, participate in major decision-making and choose managers according to law. Specific to the return on assets, that is, during the company's existence, shareholders will share the company's dividends in proportion to the paid-in capital contribution. The profit used for dividends is the only property right separated from the company's operating assets in the owner's assets during the company's existence, which belongs to the individual shareholders. In real life, the company privately distributes the company's property to shareholders in various forms through the resolution procedure of the shareholders' meeting, such as subsidies, medical subsidies or physical distribution, etc. This phenomenon often exists in companies with fewer shareholders after the enterprise reform. No matter which of the above forms, it is an act of seeking benefits for shareholders and distributing the interests of the company in disguise. This behavior devalues the company's assets, causes improper loss of the company's assets, infringes on the property rights and interests of the company's employees, harms the interests of the company's creditors, and may also harm the interests of some shareholders. The resolution of the shareholders' meeting in this case violates the mandatory provisions of the Company Law and should be invalid.
5. The resolution of the shareholders' meeting beyond the authority of the shareholders' meeting is invalid. Once the shareholders' meeting and the board of directors of a company are separated, the consequence is that one institution cannot usurp or interfere with other institutions in exercising their power. Therefore, if the shareholders' meeting exceeds its authority, the resolution is invalid. For example, the resolution of the shareholders' meeting to exempt the controlling shareholder from the debts owed to the company exceeded the authority of the shareholders' meeting, without the unanimous consent of all shareholders, which harmed the interests of the company and its creditors, violated the mandatory provisions of laws and administrative regulations, and the resolution of the shareholders' meeting was invalid. For another example, if the shareholders' meeting decides to pre-set the non-competition obligation for shareholders first, and then impose the compensation for violating this "illegal" obligation on shareholders, it is illegal, and the minority shareholders who are infringed by this resolution have the right to claim that the content of this resolution is invalid and not bound by this resolution.
6. The resolution of the shareholders' meeting that abuses the principle of capital majority decision is invalid. The rationality of the principle of capital majority decision in shareholders' meeting lies in the formation of variable majority according to different proposals. However, if the majority shareholders violate the principle of good faith or the principle of trust obligation of the majority shareholders when exercising their voting rights, and form a resolution that infringes on the interests of minority shareholders, companies or third parties, the resolution made is an abuse of capital majority decision. Therefore, the key to judge whether the resolution is abusing the capital majority decision is to weigh the interests of those who claim that the resolution is invalid and the interests of the majority shareholders who safeguard the effectiveness of the resolution. The resolution of abusing the majority decision of capital violates the principles of prohibition of abuse of rights and good faith, and violates the provisions of compulsory law, and should be considered invalid. From a practical point of view, the capital majority decision is used to confirm that the resolution of the shareholders' meeting is invalid, such as requiring some shareholders to withdraw part of their capital contribution and reduce the shareholding ratio; Or increase capital without authorization, which harms the interests of minority shareholders; Or violate the principle of equal shares and equal rights. Of course, the abuse of capital majority rule is extremely inclusive and can be used as the bottom clause of invalid shareholders' meeting resolutions.
2. What are the consequences of invalid resolutions of the shareholders' meeting?
According to the provisions of the Company Law, the resolutions of the shareholders' meeting or the shareholders' general meeting or the board of directors of the company are invalid if they violate laws and administrative regulations. If the convening procedure and voting method of the shareholders' meeting, shareholders' general meeting or the board of directors violate laws, administrative regulations or the articles of association, or the contents of the resolution violate the articles of association, the shareholders may request the people's court to cancel it within 60 days from the date of making the resolution. Where a shareholder brings a lawsuit in accordance with the provisions of the preceding paragraph, the people's court may, at the request of the company, require the shareholder to provide corresponding guarantees. If the company has gone through the registration of change according to the resolution of the shareholders' meeting or the shareholders' meeting or the board of directors, after the people's court declares the resolution invalid or cancels the resolution, the company shall apply to the company registration authority for cancellation of the registration of change.
The Company Law does not stipulate the validity period of the resolutions of the shareholders' meeting. If the articles of association and the resolutions of the shareholders' general meeting (including the resolutions of the shareholders' general meeting in the future) do not stipulate or stipulate the validity period of the resolutions of the shareholders' general meeting, it shall be deemed as long-term validity. The shareholders' meeting is the highest authority of the company, and the resolutions made by the shareholders' meeting according to law have legal effect. However, the resolution made by the shareholders' meeting should be legal in procedure and content and conform to the provisions of the company's articles of association, otherwise the effectiveness of the resolution may be affected.