On China's Judicial Dissolution System

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 others, 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 regulation of judicial dissolution for the first time. Then The Supreme People's Court also issued judicial interpretation which explains how to apply and use the new company law. During my research of judicial dissolution for company, I found that there is still lack and omission in the judicial interpretation of the new company law except for some advantages and progresses.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 two mainly introduces the content of 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" and gives a definition of juridical corporation dissolution system. Section two makes clear the reasons of juridical corporation dissolution, and section three analyzes the reasons and compares them. The last section analyzes the functions of juridical corporation dissolution system and presents the value and significance of the functions of juridical corporation dissolution system.Chapter three mainly introduces the jurisprudence of company judicial dissolution system. For companies where the shareholders and the board of directors is serious and worsening, judicial intervention is reasonable and necessary and dissolution is the ideal legal channel for shareholders to withdraw, the jurisprudence of which lies in the company's nature theory, theory of null interest of shareholders, contractual theory of company and the people combination theory of limited companies.Chapter four mainly introduces the principle of company judicial dissolution system. The courts should profit from the overseas legislation experience and combine Chinese practice when deal with the procedure and the entity which dismisses in the processing company deadlock judicature, must follow the basic principle such as the honest credit duty that the shareholder exercises the right to have, the balance of the special benefit, the priority of the other substitution measure, which have no dissolutions.Chapter five puts forward suggestions on current law of judicial dissolution. The new ideas raised in this article include the following points: dissolution of company should be deemed the fundamental way of judicial solving deadlock of corporate management and abuse of shareholders' rights by shareholders, dissolution should have different required conditions and application standards in these two situations due to the existing differences, and some thoughts and suggestions on judicial dissolution rules and judicial practice.