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我国《公司法》确认了股东大会决议瑕疵救济制度,但其救济体系有一定的滞后和缺陷。缺乏非诉救济途径的规定、决议瑕疵诉讼类型不完善、行使撤销股东大会决议瑕疵的诉权主体范围过于太窄、股东大会决议瑕疵的判决效力界定不明晰。为进一步保护中小股东等利害关系人的合法权益,稳定市场交易秩序,建议引入非诉救济途径,同时完善诉讼救济途径的相关法律规定。
The “Company Law” of our country confirms the system of relief for the resolutions of the shareholders’ general meeting, but its relief system lags behind and has some defects. Lack of provisions of the non-vocal remedies approach, the imperfect type of litigation resolution, the exercise of the right to rescind the flaws in the shareholders ’meeting, the scope of the litigation is too narrow, and the validity of the verdict of the resolution of the shareholders’ meeting is not clear. In order to further protect the lawful rights and interests of minority shareholders and other interested parties and to stabilize the order of market transactions, it is proposed to introduce the non-litigation relief approach and improve the relevant legal provisions on litigation relief.