Article 125 of the Company Law of People's Republic of China (PRC) stipulates that shareholders shall bring a lawsuit to the people's court within 60 days from the date when the resolution of the shareholders' meeting is passed. If the resolution of the shareholders' general meeting violates the provisions of laws, administrative regulations or the Articles of Association, or infringes on the legitimate rights and interests of shareholders, and the shareholders fail to take necessary remedial measures in time, the shareholders may file a revocation lawsuit within 6 months from the date when the company knows or should know the illegal situation. It should be noted that the time limit for revoking the resolution of the shareholders' meeting stipulated in the Company Law is only the time limit for bringing a revocation lawsuit against shareholders, rather than requiring shareholders to reconvene the meeting. If the resolution of the shareholders' general meeting violates the provisions of laws, administrative regulations or the articles of association, or infringes on the legitimate rights and interests of shareholders, shareholders may bring a revocation lawsuit to the people's court and request to revoke the resolution. If the shareholders win the case, the resolution will be declared invalid. The remedy similar to the revocation lawsuit is "a lawsuit requesting to change the resolution of the shareholders' meeting", that is, requesting the people's court to change the resolution of the shareholders' meeting. However, this kind of relief measure is relatively strict and complicated, and it needs to meet certain legal conditions.
Under what circumstances does the company need to cancel the resolution of the shareholders' meeting? The circumstances that the company may need to cancel the resolution of the shareholders' meeting include: the contents of the resolution of the shareholders' meeting violate the provisions of laws, administrative regulations or the articles of association, or infringe upon the legitimate rights and interests of shareholders. For example, if the shareholders' resolution violates the relevant provisions of the Company Law, the shareholders' general meeting is not held according to the procedure, or the legal voting threshold is not reached when the resolution is passed, the shareholders may bring a lawsuit to demand the cancellation of the resolution. If the resolution of the company violates the relevant provisions of the Articles of Association, and if the resolution of the shareholders' meeting violates the voting procedures or voting threshold of the Articles of Association, the shareholders may also file a lawsuit for cancellation.
The time limit for revoking the resolution of the shareholders' meeting is relatively strict, but if the content of the resolution violates the provisions of laws, administrative regulations or the company's articles of association, or infringes on the legitimate rights and interests of shareholders, shareholders may bring a revocation lawsuit according to law. The company needs to carefully set the agenda of the meeting, convene the shareholders' meeting according to law and make a decision to avoid legal disputes caused by invalid resolutions.
Legal basis:
Article 125 of the Company Law of People's Republic of China (PRC), shareholders shall bring a lawsuit to the people's court within 60 days after the resolution of the shareholders' meeting is passed. If the shareholders fail to file a lawsuit after the expiration of the resolution of the shareholders' general meeting, it shall be deemed that the shareholders agree to the validity of the resolution of the shareholders' general meeting. However, if the resolution of the shareholders' meeting violates laws, administrative regulations or the company's articles of association, the shareholders may file a revocation lawsuit within six months from the date when the company knows or should know the illegal matter, and the longest period shall not exceed three years.