Is the resolution of the shareholders' meeting valid? According to Article 22 of the newly revised Company Law, there are two situations in which the resolution of the shareholders' meeting is illegal: one is that the resolution of the shareholders' meeting violates the provisions of laws and administrative regulations, in which case the resolution of the shareholders' meeting is invalid. The other is that 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. In this case, the shareholders have the right to request the people's court to cancel it. According to your reflection, the resolution of this general meeting of shareholders belongs to the procedure of illegally convening the general meeting of shareholders. According to Article 39 of the Company Law, shareholders' meetings are divided into regular meetings and temporary meetings. Shareholders representing more than one-tenth of the voting rights of the company may propose to convene an interim meeting. Shareholders shall exercise their voting rights in proportion to their capital contribution. In other words, since eight shareholders of your company hold a total of 12.5% and four shareholders will hold more than one tenth of the shares, it is possible to propose an extraordinary general meeting. At the same time, however, Article 42 of the Company Law stipulates that all shareholders shall be notified fifteen days before the convening of the shareholders' meeting; Unless otherwise stipulated in the Articles of Association or agreed by all shareholders. The time from the notice to the shareholders' meeting you mentioned is only 1 1 day. The convening procedure obviously violates the provisions of the Company Law and belongs to the resolution of the revocable shareholders' meeting. If no shareholder applies for cancellation, the resolution of the shareholders' meeting is valid; However, once a shareholder applies for cancellation and is supported by the court, the resolution of the shareholders' meeting is invalid from the beginning. As a shareholder of the company, you have the right to choose whether to ask the court to cancel the resolution of the shareholders' meeting. If you want to sue the court to cancel the resolution of the shareholders' meeting, you must pay attention to the limitation. According to Article 22 of the Company Law, the application period shall be within 60 days from the date of making the resolution. According to the Company Law, the resolutions of the shareholders' meeting are divided into special resolutions and ordinary resolutions. Ordinary resolutions refer to resolutions passed by only half of the voting rights held by shareholders present at the meeting. Special resolutions refer to resolutions made by the shareholders' general meeting on special voting matters such as amending the Articles of Association, increasing or decreasing registered capital, merger, division, dissolution or change of corporate form, which must be passed by more than two thirds of the voting rights held by shareholders present at the meeting. If your situation is complicated, this website also provides online consultation service for lawyers, and you are welcome to make legal consultation.
Legal objectivity:
Article 22 of the Company Law of People's Republic of China (PRC) is invalid if the resolutions of the shareholders' meeting, the shareholders' general meeting and the board of directors violate laws and administrative regulations. If the convening procedure and voting method of the shareholders' meeting, shareholders' general meeting or the board of directors violate laws, administrative regulations or the articles of association, or the contents of the resolution violate the articles of association, the shareholders may request the people's court to cancel it within 60 days from the date of making the resolution. Where a shareholder brings 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 gone through the registration of change according to the resolution of the shareholders' meeting or the shareholders' meeting or the board of directors, after the people's court declares the resolution invalid or cancels the resolution, the company shall apply to the company registration authority for cancellation of the registration of change.