权利滥用作为决议无效法定事由正当性研究

A Study on the Legitimacy of Abuse of Rights as a Statutory Ground for the Invalidity of Resolutions

The prohibition of abuse of rights is governed by both the general civil law and the special company law. Article 25 of China’s new Company Law continues the provisions of the previous Company Law regarding the invalidity of company resolutions that “violate laws and administrative regulations”. By reviewing relevant cases of abuse of rights and invalid resolutions in China, it is found that court decisions typically involve a two-stage process: the preliminary stage judgment of the abusive conduct and the subsequent stage application of resolution rules. Additionally, judicial practice in China exhibits characteristics such as formal and singular criteria for identifying abuse of rights, unclear or even missing substantive judgment rules, and a focus on substantive rather than formal legal remedies. Abuse of rights as a statutory ground for the invalidity of resolutions can be categorized into four normative paths: direct application of principled provisions, invocation of other grounds for claims, explicit enumeration of grounds for resolution invalidity, and the balancing of principles and values. In terms of normative models, China may adopt a method of explicit enumeration supplemented by referential clauses to include abuse of rights as a statutory ground for resolution invalidity. Regarding content definition, categorization should be based on the party being harmed. For system improvement, it is essential to establish a coordinated and smoothly functioning system of resolution defects, ultimately achieving a dynamic balance between abuse of rights and resolution invalidity.

禁止权利滥用规则体系由民法一般法与公司法特别法构成，我国新《公司》第二十五条条沿袭了原《公司法》有关公司决议“内容违反法律、行政法规的无效”相关规定。通过梳理我国权利滥用与决议无效的相关案例发现，法院裁判通常经过“前端”对权利滥用行为判断与“后端”决议规则适用两大过程。同时，我国司法实践存在权利滥用认定标准形式化与单一化、实质判断规则不明甚至缺失、法律救济实质重于形式等特征。权利滥用作为决议无效法定事由可以划分为四种规范路径，具体包括直接适用原则性规定、援引其他请求权基础、明确列举决议无效事由以及原则与价值衡量。在规范模式方面，我国可以采取明确列举加引致条款的方式将权利滥用作为决议无效的法定事由之一；在内容界定方面，以被侵害对象为依据进行划分；在体系完善方面，构建彼此牵连、协调顺畅的决议瑕疵制度体系，最终实现权利滥用与决议无效的动态平衡。