Chinese New Company Law III
2024-08-28 16:47:24

The new Company Law improves the rules for revoking company resolutions. First, it clarifies that if the meeting convening procedures or voting methods of the company's shareholders' meeting or board of directors have only minor flaws and have no substantial impact on the resolution, it will not be revoked, that is, non-substantial procedural flaws will not affect the effectiveness of the company's resolutions. Second, the starting point for the 60-day revocation of shareholders' meeting resolutions by shareholders who have not been notified to attend the shareholders' meeting will be adjusted from "the date of the resolution" to "the date of knowing or should have known", and at the same time, a one-year exclusion period will be set from the date of the resolution. If the right of revocation is not exercised within one year from the date of the resolution, the right of revocation will be extinguished, so as to balance the interests of all parties and maintain the stability of social order.

Article 26 of the New Company Law

 If the meeting convening procedures and voting methods of the shareholders' meeting or board of directors of a company violate the law, administrative regulations or the company's articles of association, or the content of the resolution violates the company's articles of association, shareholders may request the People's Court to revoke it within 60 days from the date of the resolution. However, the meeting convening procedures or voting methods of the shareholders' meeting or board of directors have only minor flaws and have no substantial impact on the resolution.

Shareholders who are not notified to attend the shareholders' meeting may request the People's Court to revoke it within 60 days from the date they know or should know that the shareholders' meeting resolution was made; if the right of revocation is not exercised within one year from the date of the resolution, the right of revocation shall be extinguished.




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