[Direct answer]In the Beijing area, the resolution that has been revoked is invalid from the outset, and the internal dispositions such as appointments and dismissals, guarantees, and dividends made based on it are generally invalidated; however, the external legal relationships formed by the company with bona fide counterparties in accordance with the resolution are not affected — the contract remains valid, and the company will pursue the losses of internal responsible persons separately. There is a 60-day preclusion period for revocation litigation. If the right is not exercised within the time limit, the right will be extinguished, so it is necessary to settle disputes as soon as possible.

1. Problem background and typical scenarios

Typical scenarios of resolution revocation: Minor shareholders are not notified of the meeting and only find out after the meeting that the resolution has removed their board seats; the voting rights ratio is miscalculated and the resolution that fails to meet the charter standards is forcibly passed; the meeting convening procedures skip the supervisors; after the resolution is passed, the company has already signed contracts with external parties, issued appointments, and distributed dividends, and the aftermath of the revocation is a mess.

II. Key points of contention

First, the identification of the grounds for revocation. The convening procedures and voting methods violate the law or the articles of association, and the content violates the articles of association, which are grounds for revocation. Second, the calculation of the sixty-day exclusion period. It shall be calculated from the date of the resolution and cannot be suspended or interrupted. Third, the stability of external relations. A balance between protecting the interests of bona fide counterparties and ensuring transaction security. Fourth, the accountability for internal remediation. The restoration of internal relations damaged by the resolution and the compensation of responsible persons.

III. Professional analysis by Henglue Lawyers

The rules framework to be revoked in the resolution is divided into three parts: "Revocable Causes—Exclusion Period—Hierarchical Consequences". **Cause Part**: Three types of revocable situations—violation of legal or bylaws in meeting convening procedures (failure to notify, unqualified convenors), violations of voting methods (erroneous calculation of voting rights, failure to meet ratios), and violations of bylaws in resolution content (content violating laws is invalid rather than revocable; don’t confuse the two causes). For minor flaws without material impact (e.g., two-day late notice but shareholders attending without objection), courts may discretionarily dismiss revocation requests—the burden of proof for "material impact" is a battlefield for both parties. **Time Period Part**: Lawsuits for revocation must be filed within 60 days from the resolution’s issuance. The exclusion period does not suspend or interrupt; exceeding the deadline extinguishes rights. The defense space for minority shareholders "discovering the defects after the fact" is extremely narrow (calculated based on the date they should have known). Discovering defects in the resolution triggers a lawsuit to confirm its invalidity, with different rules for the exclusion period—don’t select the wrong cause of action. **Consequences Part**: The revoked resolution loses effect from its issuance. Internal relations are resolved based on resolution type—restoring original positions and compensating salaries for personnel appointments/removals, internal accountability for guarantee resolutions, and refund arrangements for dividend resolutions. External stability clauses safeguard transaction security: civil legal relations formed with bona fide counterparties remain unaffected—bank guarantee contracts and executed transactions remain valid, with "good faith" (ignorance of resolution defects) determined by registration and transaction practices. Internal/external discrepancies trigger liability mechanisms: recover damages from at-fault directors, executives, or controlling shareholders. **Advice for Shareholders**: Submit written objections during meetings and keep records (shareholders absent or silent face weaker revocation legitimacy). File lawsuits within the 60-day deadline and prioritize establishing invalidity/revocation before revocability. **Advice for Companies**: Document convening and voting procedures (notification evidence, sign-in records, voting counts), conduct compliance reviews for major resolutions, and prioritize procedural costs over revocation redos. Beijing’s corporate governance disputes demonstrate that procedural flaws often hinge on evidentiary documentation.

IV. Practical suggestions and legal basis

The first step is diagnostic analysis: convene a meeting, vote on the matter, and conduct a three-dimensional review of the types of defects in the content; The second step is a 60-day action plan: file a lawsuit within the exclusionary period, and prioritize the case type into three categories (non-establishment/invalidation/rescission); The third step is internal and external handling: confirm the validity of bona fide transactions externally, and restore internal relations and pursue accountability; The fourth step is procedural documentation: standardize the evidence system for notifications, attendance, and voting. Main legal basis: Articles 25 to 28 of the Company Law of the People's Republic of China (revised in 2023) (Resolution Effectiveness and Rescission); Articles 1 to 6 of the Interpretation of the Supreme People's Court on Several Issues Concerning the Application of the Company Law; specific application shall be subject to the currently effective regulations.

5. Henglue Law Firm's Reminder

The resolution revocation case is a "procedural lawsuit": what matters is not emotions, but the meeting minutes and voting documents. The sixty-day countdown begins on the day the resolution is made. Don't wait until the consequences occur to review the meeting minutes. If the company makes it a daily practice to keep records of procedures, the risk of revocation will be largely eliminated. Disputes involving the effectiveness of resolutions and compliance with corporate governance can be resolved through legal means.Business and contract disputes in enterprisesThe service provides a comprehensive solution, which includes protecting shareholders' rights and offering reference for corporate structure designIntellectual property protection and corporate lawFor reference, you can refer to the plate involving the handling of the consequences of the resolution on fundsCreditor's rights and debts, and enforcement casesFor the plate, those related to the design of governance solutions can be combined togetherSpecialised legal servicesPlate consultation.

VI. Frequently Asked Questions

Q1: Are the signed contracts that have been revoked invalid?

The contract with the well-intentioned counterparty will not be affected, and the company will hold the responsible person accountable internally.

Q2: From which day do the 60 days start counting?

From the date the resolution is made, the statute of limitations cannot be interrupted, and the right that exceeds the time limit will be extinguished.

Q3: Will minor procedural flaws result in the revocation of the decision?

Those that do not have a substantial impact can be dismissed, and the substantial impact will be comprehensively assessed by the court.

Q4: What should we do with the resolutions that haven't been discussed at the meeting?

The resolution is deemed invalid, and the lawsuit to confirm its invalidity is initiated, rather than a lawsuit to revoke it.

Q5: What should the director who was dismissed after the resolution was revoked do?

Restore the position and salary, and if it's impossible to restore them, seek compensation for the losses incurred.

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 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 you encounter disputes, please consult a practicing lawyer in time.