Beijing Corporate Case: Saidu resolution ratification

Reference Case: Ge Moumou v. Beijing Saidu Advertising Co. et al.

Even if a shareholder's signature on a resolution was not personally written, later conduct can amount to ratification. Where the shareholder knew the company continued operating under the earlier resolution, signed later related resolutions, accepted implementation, and raised no objection for a long period, the shareholder cannot rely solely on the false signature to seek non-establishment, invalidity, or rescission of the earlier resolution.

Holding

Even if a shareholder's signature on a resolution was not personally written, later conduct can amount to ratification. Where the shareholder knew the company continued operating under the earlier resolution, signed later related resolutions, accepted implementation, and raised no objection for a long period, the shareholder cannot rely solely on the false signature to seek non-establishment, invalidity, or rescission of the earlier resolution.

Issues

authenticity of shareholder signaturessubsequent ratificationformation and stability of resolutions