| Article 157 in the General Provisions of the Civil Law, which provides the consequence of void and revoked civil juristic acts, cannot be fully applied to civil juristic acts based on defective resolutions. The rules of protecting counterparties in good faith provided by Article 85 and Article 94 in General Provisions of the Civil Law and Article 6 in Provisions of the Supreme People's Court on Several Issues concerning the Application of the Company Law of the People's Republic of China (IV) are too simplified and arbitrary. It is necessary to determine the validity of a legal person's subsequent acts by taking into consideration of the subject, content and defective factors of the resolutions. Within a legal person, defective resolutions are retroactively void, but the validity of subsequent resolutions should be determined according to the discretionary rule and the bona fide third party should be protected according to the principle of relative invalidity. With regard to external acts, if a void resolution results in an act's violation of mandatory provisions, the validity of the act should be governed by Article 153 in the General Provisions of the Civil Law. The invalidity or revocation of a resolution affects the validity of an external act only when it has led the act to lack of the legal requirement of authority by resolution. Since different compulsory rules on resolution protect different interests and involve different third parties, it is necessary to distinguish between for-profit and non-profit legal persons and between trading and organizational behaviors, in order to determine the validity of an external act. Different from relative and independent trading behaviors, corporate organizational behaviors are related to third parties and characterized by continuity, so it is necessary to establish special provisions on validity litigation for them. |
京公网安备11010102006664号 京ICP备2023015853号