The validity of the company resolution affirming the subject qualification of the defendant in the dispute is clear, and the company should be listed as the defendant, which is also confirmed in Article 3 of the Fourth Interpretation of the Company Law, because although the resolution of the shareholders' meeting is made by the shareholders' meeting, the shareholders' meeting is not a subject with personality according to the law.

As for the plaintiff's subject qualification, the Company Law does not clearly stipulate, but Article 1 of the Company Law Interpretation IV clearly stipulates that if the company's shareholders, directors, supervisors, etc., request to confirm that the resolution of the shareholders' meeting or the shareholders' meeting or the board of directors is invalid or invalid, the People's Court shall accept it according to law.

1. Shareholders, directors and supervisors

The resolutions made by the shareholders (large) meeting and the Board of directors are internal resolutions of the company. If the resolutions violate the laws and regulations, the interests of the company and its internal personnel will be directly damaged, so the shareholders and directors should have the right to file a lawsuit to confirm the validity of the company's resolutions. As the supervisory body of the company, the supervisor shall have the duty to safeguard the interests of the company and shall also have the right to file a lawsuit to confirm the validity of the company's resolution.

2. Senior management, employees, creditors

In practice, it is common for shareholders and directors to Sue to confirm the invalidity of the resolutions of the shareholders' (large) meeting and the board of directors. However, as long as the creditors of the company and other people outside the company have an interest in litigation, they can also serve as the plaintiff, provided that this situation will only occur when the company's resolution has external effect, and if the company's resolution has internal effect only, It is generally not possible for someone outside the company to act as a plaintiff. Senior management as the plaintiff is based on and of practical significance. Senior management is the object of adjustment of the Company Law, which stipulates their qualifications, loyalty obligations, diligence obligations, prohibited behaviors, etc. In addition, the company generally needs to make corporate resolutions for equity incentive, appointment and removal of senior management, so corporate resolutions are related to the rights of senior management. However, employees of the company are less directly related to the content of the company's resolutions, and their rights and obligations before the company are more regulated by laws and regulations such as the Labor Law and the Labor Contract Law, and there are labor contracts between the two parties. When employees' interests are infringed, they can file labor arbitration or litigation. It is not necessary to give employees the right to file a lawsuit against the validity of the company's resolution to protect their interests. As for the creditors of the company, they can also maintain their rights through other provisions of the Company Law and the Contract Law. What's more, judging from the current judgment, even if the company's resolution is invalid, it does not necessarily lead to the invalidation of the legal acts with external entities, so creditors do not lack other means of relief. Giving creditors the right to Sue for confirmation of the validity of corporate resolutions may lead to abuse of rights.

Article 22 of the Company Law stipulates that the contents of the resolutions of the shareholders' meeting or the shareholders' meeting or the board of directors of a company are invalid if they violate laws or administrative regulations. Logically speaking, if the content of the resolution does not violate laws and administrative regulations, it is valid. However, there is no clear regulation on whether shareholders have the right to apply to the court to confirm the validity of corporate resolutions. In practice, there have also been lawsuits seeking validation of corporate resolutions, but the decisions of local courts have varied.

1. Request confirmation that the company's resolution is invalid

When the plaintiff requests to confirm the invalidity of the company resolution, if the company has changed its registration in the company registration authority according to the resolution, it will generally request the judgment to order the company to apply for the cancellation of the change registration and record content in accordance with the law. The specific circumstances of invalid company resolutions include: resolutions that violate laws, administrative regulations and other relevant laws are invalid; Fictitious or forged shareholders' meetings, the board of directors and their resolutions shall be invalid; A resolution of the shareholders' meeting or the board of directors made by forging a shareholder's signature shall be invalid; Except in the circumstances prescribed by law, the resolution depriving the shareholders of their qualifications shall be invalid; If the articles of association of the company do not specify the rules and standards for fines, the resolution on penalties is invalid.

2. Request confirmation that the company's resolution is valid

In practice, the implementation of the resolution made by the shareholders (general) meeting or the board of directors may require the cooperation of a third party, and in the case of the third party refusing to cooperate, the plaintiff may file a lawsuit to confirm the validity of the resolution and request the court to order the third party to implement the resolution. According to the provisions of the Company Law, there is no basis for requesting the court to confirm the validity of the resolution. In practice, local courts have different attitudes towards this issue. There are mainly two viewpoints:

The affirmative view of the court held that the court's acceptance of the litigation to confirm the validity of the company's resolution was basically based on the principle of "consent without prohibition of the law", and the Company Law did not explicitly stipulate that shareholders should not file a lawsuit to confirm the validity of the company's resolution. In addition, the plaintiff has an interest in litigating. Assuming that other shareholders refuse to implement the company's resolution and the court does not accept it, although the company's resolution is valid, the plaintiff cannot ask other shareholders to implement the content of the resolution, which is meaningless to the plaintiff. In practice, there are often disputes requesting confirmation of the validity of corporate resolutions, which should also be accepted by the court from the perspective that justice has the function of settling disputes. Perhaps considering this reason, Article 1 of Interpretation 4 of the Company Law: Where a company's shareholders, directors, supervisors, etc., request to confirm that the resolution of the shareholders' meeting or the shareholders' meeting or the board of directors is invalid or invalid, the people's court shall accept it according to law. However, this paragraph does not state that the resolution is valid after the court confirms it, and the judgment result naturally has two possibilities, that is, the court thinks that the resolution is valid or the court thinks that the resolution is certainly invalid, does not confirm and rejects the prosecution.

The court holding the negative view basically held that the resolution is legally valid and does not need to be confirmed by the court unless it is invalid or revoked by judicial judgment, and the corporate resolution belongs to the scope of corporate autonomy, and the judiciary should not intervene except for lawsuits filed by shareholders whose interests have been infringed. A shareholder may file a lawsuit for the performance of the relevant contents of the resolution or a lawsuit for damages against a shareholder or company that fails to implement the resolution.

In our view, it is not appropriate for the court to entertain an action seeking confirmation of the validity of a corporate resolution. The reasons are as follows: From the nature of the dispute over the validity of the company's resolution, it is a lawsuit for confirmation. The so-called affirmative action refers to the action that requests the court to confirm the existence or existence of the disputed legal relationship between the parties. From the formal point of view, the request to confirm the validity of the company resolution can be classified as a confirmation suit, but from the provisions of the Company Law, as long as the content and procedure of the company resolution comply with laws and regulations and the provisions of the company's articles of association, it is valid. Since the company's resolution is valid and other shareholders, directors, etc. have not requested confirmation that the resolution is invalid, why should the court confirm the validity of the resolution? Moreover, if the validity of a corporate resolution is subject to a court decision, is the validity of a corporate resolution that has not been decided by a court uncertain? In this way, there will be countless lawsuits to confirm the validity of corporate resolutions, which will not only cause litigation, but also violate the legislative intent of the Company Law and the principle of corporate autonomy.

 Disputes caused by flaws in corporate resolutions, in addition to the disputes discussed in this article, there are also disputes over revocation of corporate resolutions, as well as lawsuits confirming that corporate resolutions do not exist, which will be analyzed for enterprises one after another. 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.