The Judicature Dissolution Of Limited Liability Companies

When the company reaches the impasse, presents the company to manage the stagnation, the major stockholder when carries on squeezing, violation company and young shareholder's situations and so on benefit to the young shareholder, the shareholder meeting cannot make the resolution which dismisses voluntarily, by now entrusted with the shareholder the judicature to dismiss company's request power appeared especially important. Many Western countries established the judicature to dismiss the system mostly, the company judicature dismiss the system to have 150 remaining years of life histories in the West, displays is solving the company interior dispute, in the melt company deadlock and the protection the young shareholder benefit influential role. But, in 1994 "the People's Republic of China Law of corporation" has not dismissed the system to the judicature to make the stipulation, this causes in very long period of time the court to treat the shareholder to sue dismisses the company case is not refuses to accept rejects the prosecution, causes many shareholders, specially the young shareholder benefit receives the enormous harm.What is worth rejoicing, on January 1, 2006 starts to implement "the People's Republic of China Law of corporation" the 183rd stipulation: "the company management and operation has the serious difficulty, will continue to last will cause the shareholder benefit to have the heavy loss, cannot solve through other ways, will have the company complete right to vote 10% above shareholders, may request that the People's court will dissolve the company." This first time officially established the company judicature in our country to dismiss the system, has provided the final relief method for the shareholder, its establishment has the vital significance to our country law of corporation and even the entire social economy's development. But, as a result of aspect and so on fundamental research and legislative technology reasons, dismisses system's stipulation to the judicature to be too general, lacks the feasibility, in the cause judicature practice the related judicature dismisses company's lawsuit often with difficulty to try, to be unable to manifest our country law of corporation judicature relief the validity and timeliness. How in legislates and in the judicial practice consummates the company judicature to dismiss the system to appear unceasingly is very urgent and is important.This article mainly dismisses the system from following several aspects to the company judicature to conduct the research:The first part is the company judicature dismisses system's theoretical analysis. First, elaborated the judicature dismisses the implication, the concept which dismissed to the judicature has carried on the limits from generalized and the narrow sense. Next, introduced the shareholder anticipated the benefit fails the theory, the shareholder good faith duty theory, the company community responsibility theory, the internal relief to exhaust the rationale which the theory four kind of company judicatures dismiss. Once more, has analyzed the legal characteristic which the judicature dismisses. Finally, dismissed two kind of primary causes which to the judicature produced to carry on introduced that namely the major stockholder overflowed the power and the company deadlock.The second part is the company judicature dismisses system's comparative analysis. The judicature dismisses one important way which dismisses as the company, in many national laws of corporation some stipulations, its establishment and the operation had over a hundred year history, the theory and the practice achievement is plentiful. This part through to countries and so on Britain, US, South Korea, Japan dismisses the request power main body, the request matter, the malicious lawsuit defensive measure three aspect comparative analyses in the judicature, analyzes it to dismiss the system to our country judicature to profit from the significance.The third part is our country judicature dismisses system's legislative self-criticism. New "Law of corporation" 183rd dismisses system's stipulation too principle to the company judicature, lacks the feasibility in the judicial practice, mainly manifests is dismissing the matter to stipulate not the distribution and the scope are narrow, the pretage procedure request to be fuzzy, the lawsuit litigant stipulated that is not clear about, aspects and so on vicariousness relief measures flaw.The fourth part is our country judicature dismisses system's consummation. Dismissed the system existence in view of Our country Corporation judicature the insufficiency, the author proposed consummated our country judicature to dismiss system's concrete proposal. First, the perfect judicature dismisses system's basic principle. Second, the consummation dismisses judicatures and so on matter, pretage procedure, lawsuit litigant to dismiss system's specific measures. Third, increases the compulsion stockholder's rights purchase system, to assign to take over control the human or the supervisor, the appointment temporary trustee temporarily, buys arbitration and so on five kind of vicariousness relief measures. Fourthly, the establishment judicature dismisses the malicious lawsuit the defense mechanism. Fifthly, the enactment judicature dismisses limitation of action.The fifth part is a conclusion, is for the purpose of carrying on the summary to the full text, suggested that consummates our country's company judicature to dismiss the system as soon as possible.