When a company seeks to organize a shareholders' meeting to adopt a decision on one of the major actions set forth in Article 185, Paragraph 1 of the Company Law, if the attending shareholders do not represent over two thirds of the total outstanding shares, the past practical opinion held that such method of resolution in a shareholders' meeting is illegal, and that this does not fall within the scope of Article 191 of the Company Law concerning the invalidity of a resolution for its illegal contents since only shareholders may file a complaint with a court to set aside the resolution within one month after the date of resolution under Article 189 of the Company Law. The Supreme Court adopted a resolution regarding the Company Law (hereinafter, the "Resolution") in its 11th Civil Division Meeting of August 5, 2014, announcing that such opinion no longer applies.
It was further pointed out in the Resolution that resolutions adopted in a shareholders' meeting pertain to legal acts of the majority of the shareholders through parallel and concerted expression of intent and meeting of minds. Therefore, if the law requires that a resolution requires the attendance of shareholders holding a certain amount of shares, the attendance of shareholders holding at least such amount of shares is a precondition for such legal act to be valid. If such precondition is not met, the legal effect is that the resolutions adopted during the shareholders' meeting are not valid, and this is not just a simple issue concerning illegal methods of resolution. Therefore, if the shareholders attending a shareholders' meeting of a company limited by share do not represent the majority of the total outstanding shares required under Article 174 of the Company Law, the resolutions so adopted will not be valid.