对股东大会决议可撤销之诉效力规则的检讨

Review of the Rule on the Effect of the System of Revocable Litigation of the Sharehol ders' Meeting Resolution

我国《民法总则》第85条和《公司法》第22条第2款共同构建了公司决议可撤销的效力规则,其仅以内容瑕疵和程序瑕疵为可诉事由,忽略了意思表示瑕疵、表决权行使瑕疵和决议机关权限瑕疵等因素对于决议效力的影响。公司决议固然有其独立于一般民事法律行为的特殊性,但效力规则的制定却不可完全另起炉灶;而是需由一般民事法律行为的效力规则出发,再纳入决议行为在行为结构和组织法因素上的特别考量,加以有机结合。股东大会可撤销之诉的诉讼事由也应当跳脱内容与程序的二分,遵循上述思路重新加以梳理和检讨。

Article 85 of the General Provisions of Civil Law and paragraph 2 of Article 22 of Chinese Company Law jointly construct the rule of effectiveness of the revocable mechanism of the resolution of the general meeting of shareholders, which only takes content flaws and procedural flaws as the cause of action, ignoring the influence of intention flaws, voting exercise flaws and the authority flaws of resolution organs on the validity of resolutions. Although corporate resolutions have their own particularities which are independent of general civil legal acts, the formulation of validity rules cannot be completely different;instead, it should be based on the validity rules of general civil legal acts, and then incorporate the special considerations of resolution acts in terms of behavior structure and organizational law factors in combing them organically. The cause of action for the revocable litigation of the shareholders’ meeting resolution should also be removed from the dichotomy of content and procedure, and be reorganized and reviewed in accordance with the above ideas.