China's "Company Law" does not clearly stipulate that the resolution of the shareholders' meeting is invalid. However, according to the relevant theory of China's civil law, the act of "the shareholders' meeting makes a resolution" belongs to a civil legal act. Its establishment condition is: 1, and the actor has corresponding civil capacity; 2. The meaning is true; 3. It does not violate the law or public interests (three conditions are invalid resolutions of the general meeting of shareholders. For details, please refer to the section "Determination of invalid resolutions of the general meeting of shareholders" in this letter). Therefore, in addition to three conditions, the civil legal act of "making a resolution of the shareholders' meeting" must also meet the conditions of subject qualification (that is, it is made by the shareholders' meeting within the scope of the shareholders' meeting) and true expression of will (that is, true meaning is to make a resolution of the shareholders' meeting). According to the above conditions, in judicial practice, there are mainly two types of shareholders' meeting resolutions that are not established, namely, * * five situations: (1) shareholders' meeting resolutions with unqualified subjects 1, and shareholders' meeting resolutions made without convening the shareholders' meeting (except as provided by law) (1). According to relevant laws, Article 37 of the Company Law stipulates that "the shareholders' meeting shall exercise the following functions and powers:? Where the shareholders unanimously agree on the matters listed in the preceding paragraph in writing, they may make a decision directly without convening a shareholders' meeting, and all shareholders shall sign and seal the decision document. "(II) Meaning of Legal Provisions According to Article 37 of the Company Law mentioned above, the shareholders' meeting shall exercise its functions and powers by convening the shareholders' meeting. If the shareholders' meeting is not held to form a resolution of the shareholders' meeting, it is deemed that the shareholders have not exercised their functions and powers, but the individual shareholders are exercising their functions and powers. Of course, according to the above-mentioned legal provisions, "with unanimous written consent of shareholders, a decision can be made directly without convening a shareholders' meeting" is an exception. Therefore, unless the shareholders of a limited company agree unanimously in writing, the shareholders' meeting must be held under other circumstances (but the form of the shareholders' meeting is not necessarily face to face). If the shareholders' meeting is not held, the subject of these shareholders' meeting resolutions is not actually the shareholders' meeting of the company, and it should be considered as invalid shareholders' meeting resolutions. The fourth judicial interpretation of the Company Law (draft for comment) actually supports this view. It is considered that the resolution of the shareholders' meeting formed without convening the shareholders' meeting is invalid because in the judicial practice of our country, the resolution of the shareholders' meeting that is not established is generally regarded as invalid, and the nature of this resolution is actually the resolution of the shareholders' meeting that is not established. 2. The basic criteria for determining a meeting made by a non-shareholders meeting as a shareholders' meeting are: (1) The shareholders' meeting is convened by a person who complies with the law and the articles of association; (2) The expression of intention should be to hold a general meeting of shareholders rather than anything else. When the company holds a general meeting of shareholders to make a resolution, the shareholders exercising voting rights shall vote according to the opinions of all members of the general meeting of shareholders. Resolutions that are not established will be considered invalid and will not be implemented. The general meeting of shareholders is also held to respect the opinions of all shareholders, realize fairness and justice, and promote the rationality and effective implementation of the company's major decisions. The content of the meeting should also be prepared in advance.