The resolutions made by the company's organizational organs are only effective within the company, and as external personnel of the company, they have no way to know the specific content of the internal resolutions of the company. The external subject only has legal relations with the company and generates rights and obligations without involving the internal personnel of the company. Commercial trial focuses on the maintenance of transaction efficiency, transaction security and procedural justice, so the legal consequences caused by the invalidity of the resolution can only occur between the subjects who make the resolution, and do not involve external effects. For example, in case No. 48 of the Supreme People's Court (2010), the court held that "the Investment Agreement signed between Kechuang and Chen on December 18, 2003 is a contract signed between Kechuang and a third party other than the company, and its validity shall be determined by applying the general principles of the Contract Law and relevant legal provisions." Although the resolution of the shareholders' meeting made by Kechuang on December 16, 2003 is partially invalid, resulting in the defect of Kechuang's intention to reach the above agreement, Chen, as the opposite party to the contract, has no obligation to review the formation process of Kechuang's intention, and Kechuang's external agreement should be subject to its expressed behavior." This is typical of internal and external theory, if an action has been absorbed by the resolution, becomes the content of the resolution, that is, the action formed according to the resolution, is internal theory. Internal behavior is invalid because the resolution is invalid. Whether the behavior itself is illegal, the resolution is invalid, or other factors lead to the resolution is invalid, and the behavior absorbed by the resolution is dissolved because of the resolution is invalid. The resolution is the "soul" of the company, and the internal behavior of the company is based on the validity of the resolution. The act of external saying has not been absorbed by the resolution, and the invalidity of the resolution does not lead to its invalidity. The typical act is the contractual act between the company and an external third party, which does not need the support of the resolution and belongs to the external affairs of the company.

Internal company stakeholders related to the resolution are the shareholders, the company and the people directly involved in the resolution. If the flaw in the resolution affects only internal stakeholders, the company shall rescind the action that has been carried out in accordance with the resolution; If property is involved, it shall be returned to each other; If it has already registered, it shall also apply to the registration authority for cancellation of the alteration registration.

In 2012, when the Supreme People's Court tried the "case of a loan contract dispute between a branch of China Merchants Bank Co., Ltd. and Dalian Certain Co., Ltd. and Dalian Zhenbang Group Co., LTD.", it was found that in April 2006, certain joint stock company provided joint liability guarantee and mortgage guarantee for its shareholder Zhenbang Group company to provide bank loans. In 2008, due to Zhenbang Group company overdue lawsuit. A joint stock company claims that the resolution of the shareholders' Meeting Guarantee Resolution is invalid on the grounds that it has not been agreed by the shareholders' meeting.

The court held that as a company organization and corporate behavior should be regulated by the Company Law, and its guarantee behavior in the form of contract should also be restricted by the Contract Law and the Guarantee Law. The validity of the guarantee contract of the company involved in the case should be judged first from the relevant provisions of the Contract Law, because it does not exceed the scope of the contract act between equal commercial subjects. As for the validity of contracts, Article 14 of the Supreme People's Court's Interpretation of Several Issues concerning the Application of the Contract Law (II) stipulates: "The 'mandatory provisions' provided for in Article 52 (v) of the Contract Law refer to the effective mandatory provisions." Article 1 of the Company Law clearly stipulates that "This Law is formulated in order to regulate the organization and conduct of companies, protect the legitimate rights and interests of companies, shareholders and creditors, maintain social and economic order, and promote the development of the socialist market economy." The above provisions of the Company Law have already made it clear that its legislative intention is to restrict the behavior of the company's main body and prevent the actual controller or senior management of the company from harming the interests of the company, minority shareholders or other creditors. Therefore, its essence is an internal control procedure, which cannot be used to restrain the counterparty of the transaction. Therefore, Article 16, paragraph 2, of the Company Law stipulates that "where a company provides a guarantee for a shareholder or actual controller of the company, it shall be subject to a resolution of the shareholders' meeting or the general meeting of shareholders." It should be understood as a mandatory norm of management and a regulation of the company's internal control and management. In principle, it is not appropriate to determine that the contract is invalid if the norm is violated. In addition, if it is regarded as an effective mandatory norm, it will reduce transaction efficiency and damage transaction security. For example, when the shareholders' meeting is held, in what form, and who can express the true will on behalf of the shareholders are beyond the scope of the judgment and control of the transaction counterpart. If the contract is invalid by violating the shareholder's resolution procedure, the transaction efficiency will be reduced, and the dishonest behavior of the company that frequently claims that the contract is invalid by violating the shareholder's resolution will leave a gap in the system, ultimately endangering the transaction security. It not only violates the rules of good faith in commercial conduct, but also violates fairness and justice. The resolution related to the Shareholders' meeting guarantee Resolution in this case has not been approved by the shareholders' meeting of Zhenbang Co., LTD., nor will it affect the validity of the guarantee contract.

In 2012, the Supreme People's Court found out in the case of "Fangda Carbon New Material Technology Co., Ltd. and Agricultural Bank of China Co., LTD. Shanxian Branch, Sanmenxia Huineng Hot Spot Co., LTD., Liaoning Fangda Group Industrial Co., LTD." that in 2004, Fangda Carbon Co., Ltd. held a board of directors and formed a resolution. Formally issued a letter of guarantee to Shanxian Agricultural Bank to provide joint liability guarantee for Huineng Thermal power Company to bank loans. In 2007, Fangda Carbon held a board of directors and an extraordinary general meeting of shareholders, and voted to pass a motion to continue to provide guarantees for Huineng Thermal Power Company's loans. In 2009, Liaoning Fangda Group (one of the shareholders of Fangda Carbon Company) filed a lawsuit against Fangda Carbon Company in the Honggu District People's Court of Lanzhou City, Gansu Province, seeking to confirm that Fangda Carbon Company's 2004 board of Directors resolutions, 2007 Board of Directors resolutions and 2007 shareholders' meeting resolutions relating to providing guarantees for Huineng Thermal Power Company are invalid. On December 7, 2009, the court made a civil judgment (2009) Hongmin Erchu No. 86, confirming that the resolution of the board of directors of Fangda Carbon Company and the resolution of the general meeting of shareholders to provide a guarantee for the loan of Huineng Thermal Power Company was invalid. The judgment has taken effect. However, the invalidity of the resolution does not affect the validity of the external guarantee.

The court held that as to whether the two guarantee contracts were the true intention of Fangda Carbon Company, Fangda Carbon Company held a board of directors to form a resolution, which was in line with the provisions of the company's articles of association. According to the disclosure of Fangda Carbon Company's external guarantee announcement, the guarantee is made after fully considering the interests of the enterprise and the possible risks of the guarantee matters. Therefore, Fangda Carbon Company's appeal that the warranty contract is not its genuine expression of intent is clearly inconsistent with the facts. Whether the resolution of the board of directors and the resolution of the shareholders' meeting are confirmed to be invalid will inevitably lead to the invalidation of the warranty contract. Fangda Carbon Company to provide a guarantee for Huineng Thermal Power Company out of genuine intention, the formation of the true intention is an internal matter of the company, even if the decision of the board of directors and the shareholders meeting is confirmed by the court to be invalid, it is only effective within Fangda Carbon Company, does not affect the effectiveness of its external legal relationship. As long as the counterpart in foreign relations is good faith, it does not affect the effectiveness of foreign relations. In this case, Shanxian Agricultural Bank conducted a formal review of the materials submitted by Fangda Carbon Company and concluded that Fangda Carbon Company met the guarantee conditions, that is, signed a guarantee contract with it. Shanshu Agricultural Bank has fulfilled the duty of care of the bona fide counterpart, so it believes that even if the resolution of the board of directors and the resolution of the shareholders' meeting that Fangda Carbon Company provides guarantee for Huineng Thermal Power Company is invalid by the effective judgment, the guarantee contract signed between Shanshu Agricultural Bank and its bona fide counterpart is still valid.

In this case, the view of the Supreme People's Court is that a bona fide third party has no obligation to review whether the company agrees with the act when the company makes an expression of will to the outside world, that is, the resolution within the company cannot oppose the external bona fide third party. Hillhouse Law Firm will give full play to its professional advantages and effectively help enterprises prevent relevant legal risks; We will also provide enterprises with more forms and more abundant legal service projects according to the development of the industry and the actual situation of enterprises, and guide enterprises to make scientific decisions and standardize development.