What are the conditions for the resolution of the board of directors to take effect?
What are the conditions for the resolution of the board of directors to take effect? The effectiveness of the resolution of the board of directors depends on factors such as whether the procedure is appropriate and whether the content conforms to the legal provisions. As long as it conforms to the relevant provisions of procedures and laws, the resolutions of the board of directors naturally have the effect of binding shareholders. After the resolution of the board of directors comes into effect, the company should implement it according to the resolution, which is the embodiment of the company's meaning as an independent legal person. Of course, the resolution needs to protect the interests of shareholders while complying with the relevant regulations in order to better implement it. In nature, the resolution of the board of directors belongs to one of the company's resolutions, indicating the company's will, and the act of making a resolution by the board of directors is imitated as the company's behavior. As a result, once the resolution of the board of directors is effectively made, it is drafted as the meaning of the company. Although the expression of the company's will cannot be mechanically understood as the unanimous expression of all shareholders or directors, it is not completely consistent, but the resolution of the board of directors is also one of the legal acts in private law and should be an identifiable fact. Therefore, if the resolution of the board of directors is flawed, it is natural to apply the rules of private law on defects in legal acts and give reasonable legal relief to those who suffer losses. For this reason, Article 22 of China's Company Law has made special provisions on the remedy of defects in company resolutions, including resolutions of the board of directors. According to this regulation, the resolutions of the board of directors may be flawed for the following reasons: (1) The contents of the resolutions violate laws and administrative regulations; (2) The convening procedure and voting method of the board meeting violate laws, administrative regulations or the articles of association; (3) The contents of the resolution violate the articles of association of the company. According to this provision and the nature of the resolution of the board of directors, if the resolution of the board of directors has the above-mentioned first-class defects, the shareholders may bring a lawsuit to the court and ask the defendant to confirm that the resolution is invalid; If the resolution of the board of directors has the above-mentioned second or third defects, the shareholders may bring a lawsuit to the court for the defendant and request to cancel the resolution. The dispute over the validity of the resolution of the board of directors of a limited liability company refers to the dispute between the shareholders of the limited liability company (including others who are damaged by the resolution of the board of directors) and the company due to the validity of the resolution of the board of directors, including the dispute over the invalidity of the resolution and the dispute over the cancellation of the resolution. The conditions for the resolution of the board of directors of the company to take effect will be clearly defined for the relevant enterprises, but for the relevant parties, if they can have a certain degree of understanding, they can further fulfill their own interests, but the cumbersome process will lead to more trouble in solving their own problems, but they can be solved according to law.