The Company Dismisses With Criticizes The Legal Matter Discussion

The enterprise legal people dismissed were incite the company to losethe legal personality the legal reason already to produce, but terminated the company right duty gradually the behavior. The enterprise legal people dismiss the type may divide into three kinds approximately, namely the company shareholders dismiss the administrative organ to order voluntarily dismiss and the judicature dismiss.At present our country administrative organ orders dismisses uses actually by the industry and commerce department cancels business license the administrative punishment measure, but this kind of administration dismisses is becoming some companies to exempt criticizes the procedure, evades the discharge of a debt, holds the company asset the method. Our country "Law of corporation" 192nd stipulation that, "The company violates the law, the administrative rules and regulations is ordered legally the closure, must dismiss, organizes the shareholder, the related institution and the related specialist by the concerned controlling organization establishes criticizes the group, carries on criticizes." The company violates the law, the administrative rules and regulations is ordered the closure but to dismiss legally, is cancels this enterprise by the industry and commerce administrative organ business license. Is cancelled business license enterprise to press the law of corporation the stipulation to enter again criticizes the procedure. How but is cancelled business license enterprise to criticize, the law of corporation only stipulated organizes the shareholder, the related institution and the related specialist by the concerned controlling organization establishes criticizes the group, carries on criticizes. Who but is the concerned controlling organization does not have the stipulation. How is the law of corporation regarding cancelled business license enterprise the creditor's rights debt to clean up, makes concrete is responsible by who to clean up, criticizes the time the start and the responsibility main body is who has not been clear about. Regarding is cancelled business license enterprise whether does have the lawsuit main body qualifications, whether its legal person personality actual did terminate and so on these questions in center not to be clear about the operation to be extremely difficult.The enterprise legal people are cancelled business license to belong the administration to force to dismiss, is one kind which the enterprise dismisses. The enterprise legal people dismiss the premise which is criticizes. After the enterprise criticizes had ended, the enterprise carries on legally cancels the registration, its legal personality only then terminated. Therefore the enterprise legal people are cancelled business license only are the enterprise legal people dismiss the procedure the start, but when cancels business license immediately is lost by no means the civil main body qualifications. After the enterprise legal people are cancelled business license, the composition criticizes the group to carry on criticizes is enterprise setting up, investor's legal duty.Enterprise's setting up, the investor do not fulfill the duty which carries on criticizes, harms creditor's creditor's rights inevitably directly. If enterprise's setting up, the investor after have not criticized on handles the enterprise cancels the registration, then should by enterprise legal person's setting up, the investor undertake the civil liability. In view of the fact that the young shareholder's benefit is easy in the practice to receive major stockholder's violation, the western various countries law of corporation dismisses the system through the establishment judicature, is strengthening unceasingly to the young shareholder's special protection, this has become the modem law of corporation an important tendency. But in our country, to the young shareholder protects no matter in the practice theoretically, all also occupies the start stage, in the legislation lacks the specific stipulation which protects to the young shareholder. Therefore, bases on the Chinese shareholder power protection practice, the bold model developed country protects the shareholder power advanced to set up the legal regulation, the legal precedent and the theory, studies related legal principle theory of law basis which the young shareholder protects, seeks suits our country Corporation system the young shareholder protective measures, establishes the judicature to dismiss the system regarding further to improve Chinese the shareholder power protection system and consummates our country Corporation law system significance to be really big.Company's criticizing, is refers to the company in to dismiss in the process, brings to completion the corporate debt, and assigns the company surplus property between the shareholder, finally finished the company all legal relationship one kind of legal act. The company criticizes divides into the bankruptcy to criticize with the non-bankruptcy criticizes, the non- bankruptcy criticizes divides into ordinary criticizes with criticizes specially. Criticizes is between specially the involvement ordinary criticizes with the bankruptcy criticizes one kind to criticize. Our country law of corporation or other correlations laws criticize not specially stipulation. On July 9, 1996 the foreign trade economic cooperation department issue "Foreign Investment Enterprise Criticized Means" to criticize specially makes had explicitly stipulated that, "The enterprise cannot organize to criticize the stipulation voluntarily which the committee carries on criticizes or defers to ordinary criticizes to carry on criticizes appears the serious barrier, authority organization, the investor or the creditor and so on enterprise board of directors or union management committee may carry on to the enterprise examination and approval institution application criticizes specially. The enterprise is ordered the closure but to dismiss legally, carries on criticizes, about the stipulation which criticizes specially handles according to this means." This is our country about the stipulation which criticizes specially. But it only aims at the foreign investment enterprise, is precisely the administrative rules and regulations, our country law of corporation this is the blank actually. At present our country Corporation system still was not mature, various aspects correlation necessary stipulation not yet improved under the condition, many center small companies in criticized in the process, often could fall into between the shareholder to relate the worsening; Criticizes the volunteer to carry on not legally criticizes, causes the company to dismiss long-term nobody to criticize, the company property depreciation, drains, the creditor benefit is unable to obtain the protection; Criticizes in the process, criticizes the main body not to carry on according to the legal rule procedure criticizes, or goes into hiding the property, to the property debt table or the property detailed list false record, not clear recompenses in front of the debt to assign the company property; Discovered the company property is insufficient when pays off the complete debt, not promptly to the people's court applies for the bankruptcy and so on the illegal activity, the present law of corporation only makes investigates the concerned owner administration responsibility or the legal responsibility stipulation, but. has not made any stipulation to the civil liability. To from this the creditor benefit protection question which produces, is puzzling the trial practice continuously. In the practice criticizes the procedure to start the judicial relief insufficiency and to criticize the volunteer not to take it responsibility recognized is urgently needs the solution two questions, therefore our country has the formulation enterprise to criticize the legal system specially the necessity. Our country law of corporation has not been clear about the company in to criticize in the process the legal status. Although "Law of corporation" 195th 4th section about "criticizes the period, the company does not have to carry out the new business activity" the stipulation in criticized the period the business capacity has carried on the limit to the company, but did not have at the same time to criticize the ability to the company to perform the affirmation. Should be clear about the company in to criticize in the process is transforms by business the company for criticizes the company. Our country law of corporation regarding solely violates the legal liability stipulation form which criticizes, the scope is narrow, afresh politics punishment, light civil compensation and criminal penalty. "Law of corporation" center violated criticizes the stipulation responsibility the stipulation only then the 218th row culture stipulation, this mainly was the administrative responsibility provision, "criticized the group not to register the institution according to this laws and regulations direction detection company to send criticizes the report, or sent criticizes the report to conceal the important facts or to have the significant omission, ordered the correction. Criticizes the component member to engage in malpractice for personal gains using the authority, to seek the illicit income or invades the company property, orders returns the company property illegally, the confiscation obtained, and may place by the illegal obtained 1 time of above 5 time of below fine. The constitution crime investigates the legal responsibility legally". But is constitutes the crime regarding any not to have the specific stipulation actually, law of corporation this stipulation is meanless. The legal responsibility insufficiency creates the company shareholders to disregard the legal authority but the free behavior. Therefore should aggravate criticizes the volunteer to violate criticizes the stipulation the civil liability and the legal responsibility. The author attempts through above analysis research, proposed consummates our country Corporation to dismiss with the legal system legislation which criticizes exists suggested, thus enable our country law of corporation to tend to in the legislation value reasonably, is fair.