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A Study on the Resolution of General Meeting of Stockholders in Chinese Corporation Law - Focused on “The Utilization of A Few Problematic Provisions of Article 4 of the Corporation Law” -

  • Legal Theory & Practice Review
  • Abbr : LTPR
  • 2023, 11(4), pp.529-552
  • Publisher : The Korea Society for Legal Theory and Practice Inc.
  • Research Area : Social Science > Law
  • Received : October 17, 2023
  • Accepted : November 25, 2023
  • Published : November 30, 2023

Shin, Chan- ho 1

1국민대학교 정보와법연구소

Accredited

ABSTRACT

“The Corporation Law” of the People’s Republic of China was promulgated on December 29, 1993 and became effective on July 1, 1994: It has been revised for four times since. The general meeting of stockholders is a sort of institution with the highest authority over a company and is in charge of business management of the company. Regarding a resolution made at a general meeting of stockholders, limited liability companies and joint stock companies have some issues. Especially, due to a large no. of shareholders, listed companies have an issue with the resolution. Considering that the general meeting of stockholders often experiences a poor attendance rate (shares are often concentrated on few stockholders and a poor attendance rate), often a quorum is not a requirement for the resolution, in turn aggravating the aforementioned poor attendance rate. In China, disputes over the resolution of general meeting of stockholders are continued. In the current Corporation Law, the resolution of general meeting of stockholders is either dealt as nullity of a resolution or cancellation of a resolution. If there is a major breach in the resolution procedure, nullity of the corresponding resolution is invalid if the corresponding resolution violates any legal regulations or administration laws, but not if the corresponding breach is a breach in the procedure. The Supreme People’s Court promulgated “The Utilization of A Few Problematic Provisions of Article 4 of the Corporation Law” on April 12, 2016 and added the regulations on the confirmation of validity of a resolution, non-existence of a resolution, and an incomplete resolution in order to correct the controversial terms of the Corporation Law. This study aims at reviewing the Corporation Law of the People’s Republic of China regarding a resolution of general meeting of stockholders.

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