[Direct answer]The remedies are divided into three categories according to the degree of defects. If the content of the resolution violates laws, administrative regulations, it shall be invalid; if the convening procedures and voting methods of the meeting violate laws, administrative regulations or the company's articles of association, or the content of the resolution violates the company's articles of association, the shareholders may request the people's court to revoke it within 60 days from the date of the resolution, but if the convening procedures or voting methods only have minor defects and do not have a substantial impact on the resolution, it shall not be revoked; if no meeting is held, no voting on the resolution matters is conducted, or the number of attendees and voting rights do not meet the statutory or company's requirements, the resolution shall not be established. In addition, if the company has formed a civil legal relationship with a bona fide counterparty based on the resolution, the revocation generally does not affect the validity of the legal relationship, and the losses may be claimed separately.

I. Problem Background and Typical Scenarios

In corporate governance, it's not uncommon to encounter resolution flaws: some shareholders' meetings issue resolutions without notifying all shareholders, some forge shareholders' signatures to form resolutions, some hold meetings but never vote on the matters discussed, and some bylaws require more than two-thirds of voting rights to pass a resolution, but the actual voting fails to meet this requirement. Small shareholders often only become aware of these issues after the fact. At this point, whether they can overturn the resolutions and how to seek remedies directly affect their own rights and interests.

II. Key points of contention

First, how to distinguish between three types of defects: invalid, revocable, and non-existent; Second, the nature and starting point of the 60-day revocation period; Third, the judgment criteria for not revoking minor defects; Fourth, the relationship between the protection of bona fide third parties and internal remedies; Fifth, the qualification of litigation subjects and the distribution of the burden of proof.

III. Professional analysis by Henglue Lawyers

The first layer is to first make a qualitative judgment and then choose a path. If the content of the resolution violates laws or administrative regulations, it is considered invalid, and any interested party may claim its invalidity; if the convening procedures, voting methods, or content violate the articles of association, it is considered revocable, and only shareholders can initiate revocation litigation; if no meeting was held, no voting took place, or the number of voting rights was insufficient, it is considered that the resolution is not established, and a request can be made to confirm its non-establishment. The bases of the right to request, the litigation subjects, and the time limits for the three types of situations are all different. A wrong qualitative judgment may directly lead to a loss in the litigation.

The second layer is that the action for rescission has a strict sixty-day exclusionary period. This period starts from the date the resolution is made, and the suspension and interruption of the period do not apply. If the time limit is exceeded, the right of rescission will be lost. Therefore, once shareholders discover procedural or content defects, they should fix the evidence as soon as possible and sue in time. They cannot expect to extend the time through repeated negotiations. At the same time, it is necessary to make a distinction: if the procedural defects are minor, the court may not rescind the resolution. When claiming, the focus should be on explaining the substantial impact of the defects on the resolution result.

At the third level, challenging the resolution as invalid is an important alternative path. If the resolution never took place, there was no voting, or the voting results did not meet the statutory and charter ratios, it can be directly claimed that the resolution is invalid, without being subject to the sixty-day exclusion period. In practice, forged signatures and fabricated meeting records can be used to challenge the resolution's validity, and when conditions permit, it can also be claimed that the resolution is invalid. These two options can be chosen separately or combined as appropriate. In terms of evidence, the meeting notice, sign-in sheets, voting ballots, audio and video recordings, and the resolution text are key.

The fourth layer concerns the protection of bona fide third parties and follow-up measures. Where the civil legal relationship between the company and bona fide third parties is formed based on the resolution, the revocation of the resolution generally does not affect its validity. Therefore, the revocation of the resolution may not directly recover the disposed property, and the losses should be claimed separately from the directors, executives, or other responsible persons who are at fault. Henglue Law Firm advises that when claiming relief from the resolution, it is advisable to consider interim measures at the same time, and to evaluate follow-up arrangements such as revoking the resolution and making a new resolution, and handling the change registration, etc., to avoid winning the lawsuit but facing difficulties in enforcement.

IV. Practical suggestions and legal basis

First, determine the nature of the defect and clarify whether it is invalid, revocable, or non-existent. Second, ensure that any revocable circumstances are sued within 60 days, paying attention to the preclusion period. Third, secure evidence such as meeting notices, attendance records, voting results, and resolution texts. Fourth, assess the scope of protection for bona fide counterparties and claim compensation for losses separately. Fifth, if necessary, apply for provisional measures to preserve the status quo and plan for a new resolution and registration changes. Main legal basis: Articles 25, 26, and 27 of the Company Law of the People's Republic of China; Article 85 of the Civil Code of the People's Republic of China; specific applications shall be subject to the currently effective provisions.

5. Henglu Law Firm's Reminder

The resolution on remedies contains three key points: first, characterize the situation before filing a lawsuit; second, three paths will be in vain if they go wrong, namely invalidity, revocability, and non-formation; third, the revocability period is only 60 days, and the exclusion period does not wait for people. If any flaws are found, immediately fix the evidence and file a lawsuit; fourth, revocation may not necessarily recover the disposed property, and bona fide counterparties are protected. For losses, claims should be made separately against the at-fault party. Those involved in corporate commercial and contract disputes can seek assistance through legal channels.Business and contract disputes in enterprisesWe provide a comprehensive solution for services, which involves the integration of corporate governance and the provisions of the company's articles of associationIntellectual property protection and corporate lawFor cases involving the recovery of funds, you can refer to the relevant sections.Creditor's rights and debts, and enforcementFor columns, those who need comprehensive solutions can consult us for adviceSpecial servicesTeam.

VI. Frequently Asked Questions

Q1: If the resolution has flaws, can it be directly overturned?

It depends on the type of defects. If the content is illegal, you can claim its invalidity; if the procedure or content violates the articles of association, you can request its revocation, but this must be done within 60 days and the defects cannot be too minor; if there was no meeting, no voting, or insufficient voting rights, you can request a confirmation of its non-existence. An accurate legal definition is a prerequisite for obtaining support.

Q2: What evidence is needed to file a lawsuit based on a resolution?

It includes the company's articles of association and shareholder register, meeting notices and delivery certificates, attendance lists and voting ballots, meeting audio and video recordings or minutes, resolution texts and registration materials, as well as evidence that can prove the number of voting rights or the authenticity of signatures. If signatures are forged, a judicial appraisal can be applied for.

Q3: How much are the attorney's fees for litigation in a resolution case?

Generally, the fees are charged based on the amount of the claim or a fixed fee. If the case involves appraisal, preservation of evidence, or subsequent claims for damages, the fees will increase accordingly. It is recommended to first assess the type of defect and the likelihood of winning the case, and then determine the litigation claims and whether to simultaneously claim damages.

Q4: How long does it take to litigate such cases?

The first-instance trial typically takes several months; if it is necessary to authenticate signatures or voting rights, or if the defendant appeals, the period will be extended. In cases of revocable circumstances, time is of the essence, so it is necessary to file a lawsuit within 60 days to avoid losing rights due to exceeding the time limit, and then gradually supplement the evidence afterwards.

Q5: Do the original transactions still count after the resolution is revoked?

The civil legal relationship formed between the company and the bona fide counterpart based on the resolution generally does not affect its validity. Therefore, the disposed property may not be recovered directly. The company should claim compensation from the directors, executives, or other responsible persons who are at fault, and promptly make a new resolution and handle the registration changes.

The above answer is based on the judicial practice in the Beijing area. The judicial interpretation in other provinces and cities may vary. For specific cases, please refer to the local rules and evidence situation.

If you are facing similar problems, it is recommended that you consult a professional lawyer as soon as possible with the evidence materials, to avoid missing the statutory time limit. →Corporate commercial legal services·Beijing Henglue Law Firm

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