A Research In The Legal System Of China's Company Dissolution

Company, as an important forming unit in market economy, plays an irreplaceable role in economic development and prosperity. It is the result of free contacts among shareholders, and its foundation or dissolution would depend on the will of the shareholders. When the shareholders' rights and interests in the company are infringed, and the rights and interests can't be effectively relieved, the shareholders whose rights and interests are infringed has the right to resume their rights and interests in various ways. As a relieving means, the administration of justice dissolution can be an effective and thorough remedy. This meets the legal idea of "where there are rights, there are relief. Prior to the revision of Corporation Law, there are no regulations about corporation dissolution in our country due to historical and realistic reasons. Legislation absence leads to the losses of shareholders' rights and interests and confusion in trial practice. In the face of the imbalance in administration structure, larger shareholders abuse their rights and infringe the rights of other's, smaller shareholders face barriers in the rights-safeguarding lawsuit for the lack of evidences. All the classes of courts reject or refuse to accept the plaintiffs' lawsuits in the name of no legal regulations, when they try the lawsuits of discorporate. Thus, the shareholders' rights can't be protected effectively. In 2005, the new company law changed this situation by regulating dissolution for the first time. But, for the corresponding regulations are too general, and lack related regulations and regulations of procedure, the new company law can't give full play to validity, unity, authoritativeness in our country's judicial practice. The protection of the stockholder's rights is still remained in the starting phase to a great extent, the shareholder's rights and interests continue being damaged. Meanwhile, the behaviors of bigger shareholders abusing power and trotting others' rights remained incessant even after be repeatedly prohibited, the state of smaller stockholder's rights-protection and the companies' management is worrying. It's urgent to build up a complete system of legal dissolution in the request of realistic practices. Judicial dissolution system not only provides relieving means when the smaller shareholders face special situations, but also can push the larger shareholders implement their duties of honesty and industry for the smaller ones. Meanwhile, it offers a thorough legal solution to incompatible disputes such as uneven distribution among big-small shareholders. In accord with China's legal situations and practices, the author investigated in the drawbacks of corresponding rules, tried to find strong theory supports for establishing the dissolution system, expounded the legal value and practical conditions, put forward concrete suggestions for setting up a dissolution system, in hope to do a little in protecting of small shareholders' rights and perfecting China's company dissolution system.