[Direct answer]Depending on whether the counterparty is acting in good faith. Forged resolutions of shareholders' meetings or board of directors cannot constitute valid expressions of the company's intent; however, according to Article 7 of the Interpretation of the Supreme People's Court on the Application of the Guarantee System of the Civil Code of the People's Republic of China (Legal Interpretation [2020] No. 28), if the counterparty acts in good faith (does not know and should not know that the resolution is forged, or that the legal representative exceeds his authority), the guarantee contract will be effective against the company; if the counterparty does not act in good faith, the guarantee will not be effective against the company, and the company will not bear the guarantee liability. If the company is at fault, it shall bear corresponding compensation liability. According to Article 504 of the Civil Code of the People's Republic of China (effective from January 1, 2021). The action-oriented step is to review whether the counterparty has fulfilled its obligation to review the form of the resolution in order to determine the effectiveness of the guarantee.

I. Problem Background and Typical Scenarios

In practice, the "resolutions" for external guarantees provided by companies may be forged: with forged signatures, retroactively prepared resolutions, or even stamped with fake seals. When creditors assert their rights based on the guarantee contracts, the companies may claim that the resolutions are forged and have nothing to do with them. Whether the guarantees based on forged resolutions are valid or not ultimately depends on whether the creditors acted in good faith.

II. Key points of contention

First, does the forgery of the resolution constitute an expression of the company's intention? Second, the standard for determining whether the counterparty acted in good faith and the burden of proof. Third, the company's liability for compensation after the guarantee is declared invalid. Fourth, the responsibility of the forger (actual controller or agent). Fifth, the authentication of the authenticity of the seal and the application of apparent representation.

III. Professional analysis by Henglue Lawyers

The effectiveness of forged resolutions as guarantees hinges on two main principles: protecting the interests of the counterparty and respecting the company's intent. According to Article 7 of the Interpretation of the Supreme People's Court on the Application of the Guarantee System of the Civil Code of the People's Republic of China (Law Interpretation [2020] No. 28), if a legal representative exceeds his authority in providing guarantees and the counterparty acts in good faith, the guarantee contract is valid; if the counterparty acts in bad faith, the guarantee contract is not binding on the company. A forged resolution itself cannot constitute a valid expression of the company's intent, but if the counterparty has conducted a formal review of the resolution and has reason to believe that the legal representative has the authority to provide guarantees, it may be deemed as acting in good faith. Conversely, if the resolution contains obvious defects, the counterparty fails to verify it, or knows it is forged, it will be difficult to claim good faith. In such cases, the guarantee is not binding on the company, and the company generally does not bear guarantee liability, but only assumes corresponding compensation liability if it is at fault. When handling such disputes, Henglu Law Firm typically first secures the resolution text and stamp, checks the signatures and meeting records, and, if necessary, applies for stamp and handwriting appraisals; then assesses the counterparty's review process to determine whether the counterparty acted in good faith; and finally determines whether to claim guarantee liability or fault compensation based on the conclusion. It should be noted that if the company's articles of association contain clear provisions on the limits and procedures for guarantees, and the counterparty can access these provisions, it will also affect the determination of good faith. Moreover, forging stamps and resolutions may constitute a criminal offense, and the company can pursue legal accountability accordingly. For creditors, verifying the authenticity of resolutions and authorization documents before signing contracts and preserving review records are fundamental measures to reduce risks.

IV. Practical suggestions and legal basis

Action List: 1. Finalize the resolution text, seal, and meeting minutes, and apply for appraisal if necessary; 2. Assess whether the counterparty conducts a formal review of the resolution to determine good faith; 3. Evaluate the company's liability for compensation if the guarantee does not take effect; 4. Hold the forging party and relevant handlers accountable; 5. Verify the authenticity of the resolution and authorization documents before signing the contract, and retain review records. Main legal basis: Articles 504 and 171 of the Civil Code of the People's Republic of China (effective since January 1, 2021); Articles 7 and 8 of the Interpretation of the Supreme People's Court on the Application of the Guarantee System of the Civil Code of the People's Republic of China (Law Interpretation [2020] No. 28); The specific application shall be subject to the currently effective laws, regulations, and judicial rulings.

5. Henglu Law Firm's Reminder

There are three key points regarding forged resolutions: firstly, a forged resolution does not constitute the company's intention, but a bona fide counterparty is still protected; secondly, if the counterparty is not bona fide, the guarantee will not take effect; and thirdly, the forger may be subject to civil and criminal liability. For disputes involving corporate commercial and contractual matters, parties can seek legal recourse through the appropriate channels.Business and contract disputes in enterprisesWe provide a comprehensive solution for services, which can be integrated with criminal border-related issues.Criminal defenseFor more information on corporate law, please refer to the relevant sectionIntellectual property and corporate lawFor any questions regarding the recovery of funds, please feel free to consult us.Creditor's rights and debts, and enforcementTeams involved in cross-border investment and financing are welcome to get in touch with us for further information.\nFinancial capital and cross-border transactions involving foreign entitiesFor any questions or difficulties, please contact us via the column.Special servicesTeam.

VI. Frequently Asked Questions

Q1: If the resolution is forged, is the guarantee definitely invalid?

Not necessarily. If the counterparty is in good faith and has fulfilled its obligation of formal review, the guarantee may still be effective for the company; if the counterparty is not in good faith, the guarantee will not be effective for the company.

Q2: What evidence is needed to prove the counterparty's good faith?

It is necessary to provide a copy of the resolution, the company's articles of association and the records of the industrial and commercial registration inquiry, the records of the review process and the communication materials, in order to prove that the counterparty did not know and should not have known that the resolution was forged.

Q3: How much does it cost to resolve such disputes?

The litigation fees shall be paid according to the standards for property cases, which are related to the amount of the disputed subject matter. The fees for seal and handwriting appraisals shall be paid separately, and the specific fees shall be subject to the confirmation of the court and the appraisal institutions.

Q4: How long does it take from the filing of a lawsuit to the issuance of a verdict?

The first-instance ordinary procedure usually lasts for several months, and the period of appraisal often prolongs the process. Determining the authenticity of the document and establishing good faith are often the focus of the trial.

Q5: If the company discovers that the resolution has been forged, what should it do?

Promptly fix the evidence of the seal, signature, and meeting minutes, and apply for appraisal. Report the case to the public security organ to investigate the responsibility of the forger; at the same time, defend against the counterparty's guarantee claim on the grounds of non-good faith.

This article is written based on the common judicial interpretations in the Beijing area. If the case occurs in other regions, it is recommended to consult local lawyers to verify the regional differences.

If you are currently facing similar problems, it is recommended that you consult a professional lawyer as soon as possible with the relevant evidence, to avoid missing the statutory time limits. →Business and commercial legal services·Beijing Henglu Law Firm

Disclaimer: This article is compiled based on the current laws and regulations and publicly available adjudication rules, and is for general reference only. It does not constitute a formal legal opinion on specific cases. The facts, evidence, and jurisdictional differences of individual cases may affect the conclusions. In case of disputes, please consult a practicing lawyer in time.