摘要： 《最高人民法院关于适用〈中华人民共和国公司法〉若干问题的规定(四)》第2条、第3条对公司决议撤销之诉的当事人列置作了规定，旨在解决公司决议瑕疵之诉这一特殊诉讼类型的当事人范围及地位问题，有公司法与诉讼法的双重法理基础。公司内部机关通过会议程序形成公司意思，系团体法上所特有的现象。股东会决议体现的是作为团体成员的股东与作为团体整体的公司之间的关系，而不再是股东与股东之间的关系。这一根本特性，决定了公司决议撤销之诉中原告范围、被告及第三人的列置与以平等主体的两造对抗模式有显著不同。

关键词: 公司决议, 当事人, 共同诉讼

Abstract: Articles 2 and 3 of Judicial Interpretation by the Supreme Court on Certain Issues Concerning the Application of the“Corporate Law of the People's Republic of China”(IV)(hereinafter referred to as“Judicial Interpretation of Corporate Law(IV)”)clarify the parties who can initiate the action to rescind the shareholder meeting resolution. Its purpose is to solve the standing and range problem of the parties who can initiate the specific action to cure defects in shareholder meeting resolutions. These two provisions have their basis both in corporate law and procedure law. The intention of the corporation is formed by its internal governance organs of the corporation by way of holding meetings, which is typical in the organization law. Shareholder meeting resolution represents the relationship between its shareholder as the company's member and the company as a whole organization, rather than the relationship between the shareholders. This essential nature determines the range of the plaintiffs who have the standing to bring a lawsuit to rescind a shareholder meeting resolution, the defendants and third parties in such lawsuits is significantly different from the adversary actions between the parties with equal standing. Using the action of rescinding a shareholder meeting resolution of the limited liability company as an example and from the perspectives of the corporate law and procedural law, this article makes a further analysis on the application, legal basis and practice of the Article 2 and Article 3 of the Judicial Interpretation of Corporate Law(IV).

Key words: Company Resolution, Party, Join Action Author