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” - (중국 회사법상 주주총회 결의하자에 관한 연구 - 최고인민법원의 “「중화인민공화국 회사법」의 몇 가지 문제의 규정 ⑷에 관한 활용”을 중심으로 -)

Shin, Chan- ho (신찬호)

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.

KEYWORDS

Corporation Law, general meeting of stockholders, resolution of general meeting of stockholders, Supreme People's Court, nullity of a resolution.

Citation status

* References for papers published after 2023 are currently being built.

[book] 김건식 / 2018 / 중국회사법 / 박영사

[book] 송옥렬 / 2023 / 상법강의 / 홍문사

[journal] 강대섭 / 2005 / A Comparative Study on the Shareholders' Meeting of Korean-Chinese Company Acts / 기업법연구 / 한국기업법학회 19(4) : 135~168

[book] 法制出版社法規中心 / 2017 / 公司法 / 法制出版社

[book] 法制出版社大众出版编委会 / 2018 / 中华人民共和国公司法 / 法制出版社

[book] 張民安 / 2003 / 公司法上的利益平衡 / 北京大學出版社

[book] 蒋大兴 / 2001 / 公司法的展开与评判 / 法律出版社

[book] 刘文科 / 2017 / 公司法 / 法制出版社

[book] 梅慎實 / 2005 / 现代公司治理结构规范运作论 / 中国法制出版社

[book] 孔祥俊 / 1997 / 公司法要論 / 人民法院出版社

[book] 谢文哲 / 2009 / 公司法上的纠纷之特殊诉讼机制研究 / 法律出版社

[journal] 李建偉 / 2008 / 公司决议效力瑕疵类型及其救济体系再构建-以股东大会决议可撤销为中心- / 商事法論 15

[journal] 劉子芳 / 2006 / 股東大會出席數初探 / 現代企業教育 (4)

KJCKorea
Journal Central

Legal Theory & Practice Review 2023 KCI Impact Factor : 1.03