On The Company's Judicial Dissolution Of The System

Juridical Corporation Dissolution System which playing great role in settling internal disputes of the corporation, unjointing deadlocks and protecting the interests of small-medium shareholders has more than 150 years since UK enacted an order of winding up a company on the basis of fairness and reasonableness as early as in the middle of the nineteenth century. Article 183 of Company Law of the People's Republic of China states that the people's court may dissolve the company. It is the first time that China regulates juridical corporation dissolution system in the form of law and this will great affect practices of the corporation. However, the article is so generalizing without related juridical interpretations and detailed regulations both of substantive and procedure that not only the cognizance standards but also the trial modes are various among the people's courts. Therefore, it is of vital emergency and importance to make clear the operational procedures in the juridical practice and improve juridical corporation dissolution system. Starting with the legal basis and legislation value of juridical corporation dissolution, I pose the mechanism to advance juridical corporation dissolution system of China.This thesis contains three parts: introduction, content, and closing remarks. The content is divided into four chapters.Chapter one mainly introduces the general theory of juridical corporation dissolution system. Section one presents the source of juridical corporation dissolution system on the base of general introduction to the system and reference to "an order of winding up a company on the basis of fairness and reasonableness"; Section two makes clear the theory basis of juridical corporation dissolution system from the perspectives of "Corporate Contract Theory", "the theory of expectation interest falling through " , "dissimilation and rectification of majority decision of capital", and "the balance between corporate autonomy and juridical intervention"; Section three analyses that main reasons for juridical dissolution are the deadlock of the corporation and abuse of rights of shareholders; the legislation value and the profound significance of juridical corporation dissolution system is clarified in Section four.The primary content of Chapter two is the development of juridical corporation dissolution system in civil law system and common law system. Section one focuses on the development of juridical corporation dissolution system in common law system by introducing the laws and regulations as well as practices involving juridical corporation dissolution system in UK and U.S.; Section two gives an explanation of the laws and regulations and practices in several typical civil law states and areas, such as Germany, Japan and Taiwan; analysis on the compares of the two legal system in the field of juridical dissolution system is set forth in Chapter three.The development of juridical corporation dissolution system in China dominates Chapter three. Section one simply introduces the laws and applicable conditions stated in the new company law; section two analyses the deficiency of juridical corporation dissolution system in China from the points of substantive and procedure; Section three points out the imminence and necessity to advance juridical corporation dissolution system in China.Chapter four poses some mechanisms to gain the improvement of juridical corporation dissolution system. Section one emphasizes several principles we must adhere to in the process of improving the system; Section two concretely points out some mechanisms to advance the system, such as distinction of right to sue and judgment right, expansion and clarification of legal matters and setting of preceding procedure.