[Direct answer]In the Beijing area, they are first divided into three categories: invalid, revocable, and non-effective. According to Article 25 of the Company Law of the People's Republic of China (amended on December 29, 2023 and implemented on July 1, 2024), resolutions of the company's shareholders' meeting or board of directors that violate laws or administrative regulations are invalid; according to Article 26, if the convening procedures or voting methods of the meeting violate laws, administrative regulations, or the company's articles of association, or if the content of the resolution violates the company's articles of association, shareholders may request the people's court to revoke it within 60 days from the date of the resolution; according to Article 27, if the meeting is not held, no voting on the resolution items is conducted, the number of people attending the meeting or the number of voting rights held does not meet the legal or statutory requirements, or the number of people agreeing to the resolution or the number of voting rights held does not meet the legal or statutory requirements, the resolution is non-effective. The remedies, litigation deadlines, and consequences corresponding to the three types of defects are different. It is necessary to first accurately identify the type of defect and then choose the appropriate legal remedy.

I. Problem background and typical scenarios

In corporate governance disputes, one party often denies the validity of a resolution by claiming that it is "invalidated by the board of directors": some argue that the procedure violates regulations, others believe that the content is illegal, and some claim that the meeting never actually took place. In corporate litigation in the Beijing area, confusing invalidation, revocability, and non-existence often leads to misdirected claims and missed deadlines. Accurately distinguishing between the three is the first step in handling such cases.

II. Key points of contention

First, the criteria for determining the invalidity of a resolution. Second, the boundary between revocability and invalidity. Third, the circumstances in which a resolution is not established. Fourth, the litigation time limit and the litigation subject.

III. Professional analysis by Henglue Lawyers

The first layer: The essence of invalidity is that the content violates the law. If the content of the resolution violates the mandatory provisions of laws and administrative regulations, it is invalid from the outset, such as content that violates capital maintenance or damages the interests of the company or creditors. The invalidity is not subject to the sixty-day revocation period, and interested parties may claim to confirm its invalidity. The second layer: The essence of revocability is procedural or statutory defects. If the convening procedures or voting methods violate laws, administrative regulations, or the company's articles of association, or if the content of the resolution violates the company's articles of association, it is revocable. A lawsuit must be filed within sixty days from the date of the resolution, otherwise the right to revoke will be lost. The third layer: The essence of non-formation is that an effective resolution has not been formed at all. If no meeting was held, no voting took place, or the number of attendees and voting rights did not meet the statutory or contractual requirements, the resolution is not formed, and a request to confirm its non-formation may be made. The fourth layer: Litigation subjects and evidence: Shareholders, directors, supervisors, and other interested parties may initiate a lawsuit regarding the effectiveness of the resolution and claim its invalidity or non-formation, which is generally not subject to the revocation period. Claims of revocability must strictly adhere to the sixty-day deadline. For evidence, meeting notices, sign-in lists, voting ballots, articles of association, and meeting minutes must be submitted to determine whether the procedures are compliant and whether the content exceeds authority. Related disputes can be resolved through legal means.Business and contract disputes in enterprisesOverall handling of the service.

IV. Practical Suggestions and Legal Basis

The first step is to collect the articles of association, the rules of procedure for shareholders' meetings and board meetings, meeting notices, and attendance and voting records. The second step is to determine whether the defects involve content violations, procedural or statutory violations, or whether the resolution was not established at all. The third step is to distinguish the remedies: for invalid or unestablished resolutions, a suit for confirmation may be initiated; for revocable resolutions, a lawsuit must be filed within 60 days. The fourth step is to promptly secure evidence and conduct an overall assessment of the external validity of the company's resolutions and their impact on third parties. The fifth step is, if necessary, to simultaneously claim compensation from relevant responsible persons and prudently handle transactions that have already occurred based on the resolution. Main legal basis: Articles 25, 26, and 27 of the Company Law of the People's Republic of China (amended on December 29, 2023 and implemented on July 1, 2024); Articles 134 and 153 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

There are three criteria for determining the validity of a board of directors' resolution: if the content violates the law, the resolution is invalid; if the procedure or process violates regulations, the resolution can be revoked within 60 days; and if no meeting was held or the voting was insufficient, the resolution is not legally binding. These three types of defects require different remedies, so don't confuse them. First, determine the nature of the resolution, then file a lawsuit. The success or failure of the lawsuit depends on the evidence and the time limit. For disputes involving corporate commercial and contractual matters, you can seek legal redress through the following channels:Business and contract disputes in enterprisesWe provide a comprehensive solution for services, which can be combined with disputes over equity and investmentSpecial servicesThe sections involving execution and creditor recovery can be referred to for referenceCreditor's rights and debts, and enforcementFor the column, you can consult us about intellectual property and general legal servicesIntellectual property and corporate lawTeam.

VI. Frequently Asked Questions

Q1: How to determine that a board of directors' resolution is invalid?

If the content of the resolution violates laws or administrative regulations, it shall be deemed invalid. Unlike the revocable decisions caused by procedural defects and the decisions that are not established, it is necessary to first determine the validity of the resolution with certainty.

Q2: What is the difference between an invalid contract and a revocable contract?

The invalidity stems from the content being illegal and not subject to the 60-day time limit; the revocability stems from procedural or statutory violations, and a lawsuit must be filed within 60 days from the date the resolution is made.

Q3: Under what circumstances will a resolution not be passed?

If no meeting is held, no voting takes place, or the number of attendees, voting rights, or the number of people who agree to the resolution do not meet the legal or statutory requirements, the resolution shall be deemed invalid.

Q4: Who can file a lawsuit?

Shareholders, directors, supervisors, and other interested parties may file a lawsuit regarding the validity of the resolution, and generally, claiming its invalidity or confirming its non-existence is not subject to the statute of limitations for revocation.

Q5: What evidence do I need to prepare?

The articles of association and rules of procedure, meeting notices, attendance and voting records, meeting audio and video recordings, and resolution texts are used to determine whether the procedures are in compliance with regulations and the content is legal.

This article is written based on the common judicial interpretation 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 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. →Business and commercial legal services·Beijing Henglu Law Firm

Disclaimer: This article is compiled based on the current effective laws and regulations and open 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. If a dispute arises, please consult a practicing lawyer in time.