Gazette Case: Zhang Yanjuan v. Jiangsu Wanhua Industry & Trade Development Co., Ltd. et al.
The validity of a limited liability company's shareholder meeting and resolution depends on a lawfully convened meeting with genuine shareholder participation and assent; where the controller fabricates the meeting and resolution, other shareholders may seek a declaration of invalidity, and the Company Law's 60-day rescission limit for actual resolutions does not apply.
Holding
The validity of a limited liability company's shareholder meeting and resolution depends on a lawfully convened meeting with genuine shareholder participation and assent; where the controller fabricates the meeting and resolution, other shareholders may seek a declaration of invalidity, and the Company Law's 60-day rescission limit for actual resolutions does not apply.
Issues
fabricated shareholder resolutionconsent rules for equity transfer60-day rescission period