The Improvement And System Establishment Of Judicial Dissolution For China Limited Liability Company

As a remedy measures of the company law, the Judicial Dissolution has experienced one century's developments and been adopted in most country's company law nowadays. Our country's new company law first stipulates the situation of judicial dissolution. But in the new company law ,only one article refer to the Judicial Dissolution, so the system of Judicial Dissolution is not rational, or it's not a system. In this paper , through analysing the article 183 of the new company law and finding its problems , combined with the the legislation experience abroad, the writer finally proposes the detailed assumption of the improvement and system establishment of Judicial Dissolution for China limited liability company.In first part of this paper, through expounding the concept and kind of the company dissolution, writer defined the Judicial Dissolution and expounded the origin and development of the Judicial Dissolution in the world. Besides this , writer has compared and analysed the three kinds of company dissolution, the two sutiation of the company lawsuit. At last, sum up the traits of the Judicial Dissolution.In the second part, it is chiefly to discuss the necessity and the rationality of the Judicial Dissolution. In this part, from the point of shareholders, company and court to discuss the necessity and the rationality of the Judicial Dissolution. To the shareholders, the fail of expectative benefit is the juristic base for lawsuit of company Judicial Dissolution. To the company, self-governace is the base of company's well developed, when the self-governace is not functional and can't to bring the shareholders benefits ,it is necessary to draw support from the outside to rectify the diverge of company self-governace.to the court, judicial compulsory intervence is not mean destroying the company self-governace, when the company self-governace break out the frame of law, the court must compulsory intervence.In the third part, learnning from the legislation experience abroad is the main content. In this part, writer enumberated some countries legislation experience,specially expounded much experience which we can learnning from.On the base of aboved-mentioned discussion, the forth part is to expounded the improvement and system establishment of Judicial Dissolution for China limited liability company, this is the maiority of paper. First,writer gives comments on the article 183 of our company law , the principles of our legislation and judicature ,the keeping development of the company fist, and the quality of the company Judicial Dissolution lawsuit. After this, many aspects are put forward, such as legal reason of Judicial Dissolution lawsuit, plaintiff qualification, defendant qualification, the limitation of dissolution system misuse, alternative remedy measures,the square after dissolution.At last, the epilogue is the summary of paper, and to express the research about the company Judicial Dissolution will be go on.