Under what circumstances is the resolution of the shareholders meeting invalid

According to the Company Law of the People's Republic of China:

Article 22 The content of the resolution of the shareholders' meeting, the general meeting of shareholders or the board of directors of the company shall be invalid if it violates laws and administrative regulations.

Where the convening procedures and voting methods of the shareholders' meeting, the general meeting of shareholders or the board of directors violate laws, administrative regulations or the articles of association, or the content of the resolution violates the articles of association, the shareholders may request the people's court to revoke the resolution within 60 days from the date on which the resolution is made.

Where a shareholder initiates a lawsuit in accordance with the provisions of the preceding paragraph, the people's court may, at the request of the company, require the shareholder to provide corresponding guarantees.

If the company has already changed the registration in accordance with the resolution of the shareholders' meeting, the general meeting of shareholders or the board of directors, the people's court shall apply to the company registration authority for cancellation of the change registration after the people's court declares the resolution invalid or revokes the resolution.

According to Article 22 of the newly amended Company Law, there are two types of illegal resolutions of shareholders' meetings.

1. The content of the resolution of the shareholders' meeting of the company violates the provisions of laws and administrative regulations, and the resolution of the shareholders' meeting is invalid in this case.

2. If the convening procedure and voting method of the shareholders' meeting violate the laws, administrative regulations, or the articles of association or the content of the resolution of the company, the shareholders have the right to request the people's court to revoke it.

Cancellation of the shareholders' meeting.

1. The invalidity of the resolution of the shareholders' meeting is universal and has absolute retroactive effect, and the effect of the judgment of the lawsuit for the invalidation of the company's resolution is universal and extends to the third party, and has absolute retroactive effect, but the law is to maintain the security of the transaction, and the interests obtained by the bona fide third party according to the invalid resolution shall be protected.

2. After the resolution of the shareholders' meeting is revoked, the legal consequences of the resolution not taking effect from the beginning occur, but this retroactive effect cannot be extended to a third party who trades with the company based on the trust of the company's resolution, whether it is an internal member of the company or a third party outside it, as long as it constitutes good faith, the transaction between it and the company will not lose its validity due to such retroactivity.

3. According to the fourth paragraph of Article 22 of the Company Law, if the company has gone through the change registration according to the resolution of the shareholders' meeting, the general meeting of shareholders or the board of directors, the people's court shall declare the resolution invalid or revoke the resolution, the company shall apply to the company registration authority for cancellation of the change registration.

According to Article 22 of the newly amended Company Law, there are two types of illegal resolutions of shareholders' meetings: one is that the content of the resolutions of the shareholders' meeting of the company violates the provisions of laws and administrative regulations, in which case the resolutions of the shareholders' meeting are invalid. On the other hand, if the convening procedure and voting method of the shareholders' meeting violate laws, administrative regulations or the articles of association, or the content of the resolution violates the articles of association, the shareholders have the right to request the people's court to revoke it.

According to the situation you reflected, this resolution of the shareholders' meeting is an illegal situation in the convening procedure of the shareholders' meeting.

In accordance with Article 40 of the Company Law, shareholders' meetings are divided into two types: regular meetings and extraordinary meetings. Shareholders of the company who have the right to represent more than one-tenth of the votes may propose to convene an extraordinary meeting. The voting rights here are exercised by the shareholders in proportion to their capital contributions.

In other words, since all 8 shareholders of your company hold shares, the total shares of the 4 shareholders are more than one-tenth, and you can propose to convene an extraordinary shareholders' meeting. However, at the same time, Article 42 of the Company Law stipulates that all shareholders shall be notified 15 days before the convening of a shareholders' meeting; Except as otherwise provided in the articles of association or otherwise agreed by all shareholders.

However, the shareholders' meeting you mentioned was only 11 days from the notice to the convening, and the convening procedure clearly violated the provisions of the Company Law and was a revocable resolution of the shareholders' meeting. If no shareholder applies for revocation, the resolution of the shareholders' meeting is valid; However, once a shareholder applies for revocation and is upheld by the court, the resolution of the shareholders' meeting will be invalid ab initio.

As a shareholder of the company, you have the right to choose whether to request the court to revoke the resolution of the shareholders' meeting, and if you want to sue the court to request the revocation of the resolution of the shareholders' meeting, you must pay attention to the issue of the statute of limitations, according to Article 22 of the Company Law, the application period shall be within 60 days from the date of the resolution.