决议瑕疵制度的《民法总则》解释路径探析——兼析《公司法解释(四)》中的相关规定

An Analysis of the Path of Interpretation of the “General Principles of Civil Law”in the Resolving Defect System

决议不成立制度应从《民法总则》决议行为的高度构建其自身制度框架，进而理清与决议可撤销制度的分野。其与决议行为无效制度之间存在着对股东权利影响直接性与间接性的差别。其兜底条款的解释适用应遵循谨慎性原则，一方面要与前四项列举事项具有违法严重程度的相当性，另一方面要坚持可撤销解释的优先顺位。未通知股东参加股东会的处理并非是认定决议瑕疵的直接和完全考量因素，而应结合《公司法解释四》第四条裁量驳回制度和第五条决议不成立制度综合判定其实际影响。决议无效制度的核心在于区分管理性强制规范和效力性强制规范，对此应坚持规范目的性解释。决议不成立和“裁量驳回”制度的引入分别从横向区域和纵向标准上限缩了决议可撤销制度的适用空间。

The resolving non-existent system should build its own institutional framework from the perspective of the “General Principles of Civil Law” resolution, and then sort out the differences between the The resolving voidable system. There is a difference between direct and indirect effects on shareholder rights between the system and the invalid action of the resolution. The application of the interpretation of its pocket-sized clauses should follow the principle of prudence. On the one hand, it must be commensurate with the severity of the violations of the first four items, and on the other hand, it must insist on the priority of reversing the interpretation. The failure to notify the shareholders of the participation in the shareholders＇ meeting is not a direct and full consideration of the determination of the resolution, but it should be combined with the “discretionary refusal system of Article 4 of the “Company Law Interpretation IV” and the non-establishment of the resolution of Article 5 to comprehensively determine its actual impact. The core of the resolution invalidation system is to distinguish between administrative mandatory norms and enforceable mandatory norms, and this should insist on normative purposeful interpretation. The non-establishment of the resolution and the introduction of the ＂discretionary refusal＂ system reduced the scope of application of the revocable system from the horizontal regional and vertical standards, respectively. system and the resolution. There is a difference between direct and indirect effects on shareholder rights between the system and the invalid action of the resolution. The application of the interpretation of its pocket-sized clauses should follow the principle of prudence. On the one hand, it must be commensurate with the severity of the violations of the first four items, and on the other hand, it must insist on the priority of reversing the interpretation. The failure to notify the shareholders of the participation in the shareholders＇ meeting is not a direct and full consideration of the determination of the resolution, but it should be combined with the “discretionary refusal system of Article 4 of the “Company Law Interpretation IV” and the non-establishment of the resolution of Article 5 to comprehensively determine its actual impact. The non-establishment of the resolution and the introduction of the ＂discretionary refusal＂ system reduced the scope of application of the revocable system from the horizontal regional and vertical standards, respectively.