Research On Company Dissolution Litigation In The State Of Corporation Deadlock

Corporation Deadlock means the state of being lost in management difficulty,it often happens in limited liability companies which have comparatively distinctive human joining.It already has comparatively mature theoretical bases and legal regulations to break Corporation Deadlock through company dissolution litigation in foreign countries. The Company Law of the People's Republic of China had imported this system when being revised in 2005,although the system had been replenished by judicial interpretations,it also had many shortcomings such as the rules of the law are too abstract to clarify the conception of Corporation Deadlock,only with "the business and management occurs to be in terrible difficulty"to describe it is easy to cause confusion in understanding and the definition of principle qualification of company dissolution litigation,the situation of deadlock which company dissolution litigation could be applied to,other measures to break corporation deadlock and burden of proof is far from enough,so the legal regulations are lack of instructive guidance and decrease the public credibility of judgement.Starting with a real case, my essay summarizes the two focuses on the dissolution of the company,which are eligible plaintiffs and the case for the dissolution of the company to litigation issues identified,according to the views of both pleadings.For these two points, the contents of various countries'law are different, and scholars have different views, while the article puts forward its own view on them.On the aspect of plaintiffs defining in the dissolution of the company,the article holds the view that qualification of the creditors should be added,and the period of holding equity should be limited,and the negative effect caused by the malicious acts and subjective fault of shareholders for his qualification of being the plaintiff should be added.On the aspect of company dissolution proceeding practicing,the article interpret carefully for "the serious difficulties in management and operating,pointing that the serious difficulty caused wholely by financial factors should be excluded out of the conditions practicing the company dissolution proceeding,while serious operating difficulty should not be regarded as the necessary factor for practicing the company dissolution proceeding in the state of corporation deadlock.In addition,while analysising the two focuses above,the author researches on the judicial practice and finds many questions,including the concept of corporation deadlock,the nature of company dissolution proceeding,and the related issues of company dissolution proceeding in the state of corporation deadlock.In the article,the author defines the nature of company dissolution proceeding as litigation of formation,regards the company and else sharehouders as the co-defendant. On the aspect of methods soluting the corporation deadlock,the article points out categories standard which devides the measures into non-judicial intervention and judicial intervention,holding the view that using all the non-judicial intervention measures and the judicial intervention measures besides the company dissolution proceeding should be regarded as the pre-program for beginning the company dissolution proceeding,and taking fare but different responsibility standard in the burden of proff.Starting from the practice,up to the theory and returning to the practice again,the essay points out suggestions for progress of law with some reference value.