Discussion On Company Dissolution And Its Consummmation Of Relevant Rules

This thesis is divided into five parts. The first part is about the basic theory of company dissolution, which discusses the concept of company dissolution and its classifications. In discussion of the concept of company dissolution, it also contrasts the company dissolution with other familiar concept such as the ending of a company, revoking the license of registration, etc. As to the classifications of company, it points out that the most important classifications of company dissolution are the voluntary dissolution and the compulsory dissolution. But in our country, the judicial dissolution is not the same as that in other country or region's legislation, because it only means the shareholders call the court to dismiss the company where there is deadlock between shareholders, so the judicial dissolution in china is belonged to voluntary dissolution. As to compulsory dissolution, this part mainly discuss the action of industrial-commercial authority's invalidation of the license of the company, and points out that the action doesn't result in the ceasing of the company's legal personality, but only leads to the beginning of the liquidation and the ceasing of the qualification of business license.The second part is about the status of the company under liquidation, which points out the liquidation company doesn't have actual difference with the original company, and thinks that the liquidator is the deputy and executive organ of Liquidation Company. The liquidator is the representative of Liquidation Company, and executes the liquidation affairs. In the realm of liquidation objects, liquidator is the deputy organ of Liquidation Company just as the board of directors of the original company. In sue action, the liquidation company is the qualified civil subject. Even the company doesn't active for a long time, it must take on contract liability when the liquidation group (the liquidator is called liquidation group in china) is established, and otherwise the responsible person for liquidation should bear the liability to liquidate the company.The third part is about the dissolution liquidation (no-bankruptcy liquidation), which introduces the concept of company liquidation, the classification of company liquidation, the procedure of dissolution liquidation, the responsible person for liquidation and the liquidator. It points out that the commonly classifications of company liquidation are the bankruptcy liquidation and the dissolution liquidation (no-bankruptcy liquidation), the common liquidation and the special liquidation, then discusses the procedure of the common liquidation and the special liquidation. Because of the blank of the special liquidation in our legislation, the special liquidation can be introduced into our country's practice. As liquidation concerns many people's benefits, we should make some restrictive qualifications for the liquidator and introduce the professional liquidator system into our country. This part also distinguishes the responsible person for liquidation from liquidator, and discusses the impossible responsible persons for liquidation in different circumstances.The fourth part is about the legal liability in company dissolution, which discusses the legal liability of company, liquidator and the responsible person for liquidation. This part mainly discusses the civil liability of the responsible person for liquidation; points out the responsible person for liquidation should bear the liquidation liability, compensative liability, and the jointly responsible for compensation for the creditors directly in very conditional circumstances.The last part is the sum-up of this thesis, which introduces some conclusions in centralize.