A shareholder who discovers an unauthorized signature or a major resolution adopted without notice should first establish what meeting and vote actually took place. Forgery and missing notice are important facts, but neither label automatically makes a resolution invalid or not formed. Articles 25–28 of the current Company Law distinguish different defects and consequences.
1. Three remedies serve different purposes
Invalidity: Article 25 applies where the content of a resolution violates laws or administrative regulations. The claimant should identify the substantive rule breached; not every procedural breach is an unlawful resolution in substance.
Revocation: Article 26 addresses unlawful or non-compliant convening and voting procedures, and content contrary to the articles of association. Minor procedural defects with no substantive effect on the resolution are excluded.
Non-formation: Article 27 covers the absence of a meeting or vote, insufficient attendance or voting rights, and insufficient approval. Statutory written-decision exceptions must also be considered. Under Article 59, all shareholders of a limited liability company may unanimously agree in writing to matters listed in paragraph 1 and sign or seal the decision without holding a meeting. A limited liability company with only one shareholder has separate written-decision rules.
2. Reconstruct the actual decision-making process
Obtain original resolutions, minutes, proxies, attendance records and voting materials. Determine whether the disputed signature purported to confirm attendance, cast a vote or approve a unanimous written decision. Seek forensic examination where appropriate, alongside electronic records and other evidence. An inauthentic signature does not, by itself, prove that no meeting or vote occurred.
If no meeting took place, or removing fictitious affirmative votes leaves the required threshold unmet, non-formation may be relevant. If an actual meeting and vote met the applicable thresholds but procedure was unlawful, consider revocation. Unlawful resolution content requires separate analysis of invalidity. The evidence must determine the remedy; relabelling a revocation claim as non-formation cannot be used simply to evade the deadline.
3. Missing notice makes the starting date critical
Article 26 generally allows a revocation claim within 60 days after the resolution. For a shareholder not notified of the shareholders' meeting, the period runs for 60 days from actual or constructive knowledge that the resolution was adopted. However, the revocation right expires if not exercised within one year after adoption. Preserve evidence of when registration changes, documents or other communications revealed the resolution.
Failure to notify does not automatically establish non-formation. Nor does a small shareholding automatically make participation immaterial. Whether a defect is minor and has no substantive effect depends on the proposal, participation and voting circumstances. An objection letter does not substitute for filing a revocation action within the statutory period.
4. Check both notice rules and voting thresholds
For a limited liability company, Article 64 generally requires notice to all shareholders 15 days before the meeting, unless the articles of association or an agreement among all shareholders provides otherwise. The effectiveness of WeChat or email notice depends on the applicable rules, account identity, message content and evidence of receipt. Electronic evidence cannot be dismissed categorically. Article 24 also permits meetings and voting by electronic communication unless the articles provide otherwise.
Ordinary resolutions have different thresholds from amendments to the articles, capital changes, mergers, divisions, dissolution and changes of company form. Voting rights are not necessarily counted by headcount. Apply Articles 65–66 and lawful provisions of the articles to the actual voting data rather than merely counting signatures.
5. Registration and external transactions remain separate issues
Under Article 28, after a court declares a resolution invalid, revokes it or confirms non-formation, the company must apply to cancel registrations based on it. Civil legal relationships formed with good-faith counterparties on the basis of the resolution remain unaffected. Reversing an internal resolution therefore does not automatically recover disposed assets. Registration, contract validity, restitution and liability require separate assessment.
Preserve the resolution and evidence of knowledge promptly, verify shareholder status, the articles and actual voting, and select the corresponding remedy. Apply for preservation measures where legally justified. This article principally concerns limited liability companies; joint stock companies and facts arising before 1 July 2024 require examination of special rules and temporal applicability.
Authority: Company Law of the People's Republic of China, Articles 24–28, 59–60 and 64–66.