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Research On The Legal Issues Of The Corporation Dissolution

Posted on:2007-03-29Degree:MasterType:Thesis
Country:ChinaCandidate:X Z XiongFull Text:PDF
GTID:2166360215489380Subject:Civil and Commercial Law
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Corporation is the most important main body in the modern market economy. The establishment, the alteration and the termination of the corporation is vital significant for the stabilization of the order of the market economy and for the liquidity of the social resource. The dissolution of the corporation is an important part of the rule of the termination of the corporation, and it is an important method for the corporation to retreat from the market. Essentially, the dissolution of the corp. is to release the element of production into the market from the non-active company and to process new better combination, in order to form an market main body more productively to utilize the limited production resource more effectively. So the dissolution of the corporation is of importance to form the market mechanism of corporation exit, to advance the better scheme of the resource and to adjust the industry structure. But in our country no matter in theory or in practice, there is no more attention to the rule of the dissolution of the company; it results in that some basic concepts (such as the character of the dissolution) of the dissolution of the corp. are ambiguous yet, and in that some important rules of the dissolution of the corp. are still absent, even the regulations of the correlative rules established are some simple ness principles, and lack of maneuverability. The ball-up of the dissolution in practice damages the benefits of the shareholders and the creditor, and breakages the order of the market economy. With a view to the rule of the dissolution of the corp.. This paper discussed the some questions concerned by analyzed the actual law and compared with the rules of other countries. The paper consists of five parts:ChapterⅠThe summarize of the dissolution of the corp.This part mainly discussed the basic idea of the dissolution of the corp. expounded the meaning and the character of the dissolution of the corp. with regard to the character of the dissolution of the corp., there are different cognitions among the scholars, the author holds that the understanding that the dissolution of the corp. is the reason, the state or the action reflects some characteristic of the dissolution, but as a rule, the dissolution is a procedure to make the personality of the corp. off.ChapterⅡThe main content of the dissolution of the corp. The main content of the dissolution of the corp. in other words, the reason of the dissolution of the corp. is the law fact resulted in that the corp. has been disbanded. According to the reason of the dissolution whether based on the aspiration of the corp. itself, the dissolution can be distinguished to two kinds: the voluntary dissolution and the coercive dissolution. Based on the two different reasons, this part discussed the difference on the procedure and the result of the two.ChapterⅢThe confirmation of the main body after the dissolutionThis part mainly discussed the personality of the corp. after dissolution on the entity law and the procedure law. After dissolution the personality of the corp. should still exist; but in the process of the dissolution, according to the status of the corp. in the lawsuit, the main body of the lawsuit should be confirmed separately.ChapterⅣThe fulfillment of the obligation and the assumption of the responsibilityThis part discussed the conformation of the obligor after dissolution and the kinds and the contents of responsibility the obligor should carry on when he didn't fulfill the corresponding obligation. According to the different characters of the limited liability company and the joint-stock company, the obligor should be confirmed separately. If they didn't fulfill the relevant obligation, the forms of the responsibility brought on are various.There are three innovations of this paper:The first, the study of the Corporation Dissolution was carried out as a whole before, not according to the different characteristic in the condition and procedure of dissolution to distinguish. In this thesis, the system was discussed on the factors of the dissolution reason and the obligor after dissolution according to the different characteristic between the Inc. and Ltd. Moreover, the former studies were mainly done from substantial right and obligation, but ignore the problem of procedure to some degree. This paper paid attention on the problems of substantial law, on the mean time, it also made an in-depth analysis on the piratical problems of procedure law on the dissolution of the corp.The second, on the attribute of the dissolution of the corp., on the basis of analyzing the former studies, this paper holds that we should comprehend the dissolution as a procedure on the static state point of view, and as a conduct on the dynamic point of view. As a law process of the termination of the corp. the dissolution is not only a reason of the termination, but also an action to dissolve the corp. but as a rule, on the essence, the dissolution is a law procedure to terminate the qualification of the corp.The third, how to confirm the defendant in the lawsuit if it is not liquidated in time after the dissolution, this paper holds that it should be confirmed according to the claim of the creditor. On the condition that the creditor only requires the corp. to reimburse the debt, the corp. should be the only defendant; if the creditor not only asks for the corp. to compensate, but also requires the liquidation obligor to respond, there exist two lawsuits, one is the suit of the compensate to the corp., the other is suit of the liquidation to the obligor. The two suit should be incorporated to one, the corp. and the obligor can be the codefendant. The obligor is not only one of the codefendant, but also the representative of the other defendant.
Keywords/Search Tags:Corporation dissolution, the reason of dissolution, the confirmation of the defendant, the assumption of the obligation
PDF Full Text Request
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