Shareholders Request The Dissolution Of The Company The Right To Study

In China, the legislation and scholarly researches on company always take more attention on the establishment of company, However, there are many problems on the termination of company. Article 183 of Company Law, which was amended in 2005, sets out the rights of dismissing the company ,This stipulation announced the establishment of the shareholder dismiss the company litigation system. In May, 2008 , the NO.2 Judicial interpretation about《Company Law》through by Supreme People's Court , which symbolizes the further consummation about the shareholder claims at dismissing the company litigation system in our country . Although this litigation system has been established, looks from the practice angle, there are still some insufficiencies.Therefore, this article starts from the basic theory of the shareholder's rights of dismissing the company, analyzes the definition nature and function of the shareholder's rights of dismissing the company .Next, the author takes the Common law and Roman law as the basic point, then tries to make a comparative analysis from Several countries on the authority and reasons of the shareholder's right that claims at dismissing the company as well as substitution solution .Then the author using the department legal science from the philosophy law and the company law theory to analyze the rationality that our country allocates the right of dismissing the company .And using law economic analysis take fair and efficiency and the market transaction cost theory as the support, the author draws the conclusion that the law allocates the rights of dismissing the company is the inevitably request of the market. In the final, the author makes the design on the rights of dismissing the company litigation system from the legislate and Judicial interpretation. While designing the litigation system, in view of the imperfect of the legislation, the author try to make the essential exploration and proposed the legislation suggests which including take the mediation as the necessary procedure for the lawsuit, and establish the litigation system which can substitute the shareholder claims at dismissing the company litigation system in our country, as well as establish the compensation mechanism when the malicious purpose shareholders filed the lawsuit.The priority target when constructs the shareholder claims at dismissing the company litigation system is seeking a balance and a fair solution among the benefits protection of minority shareholders and majority shareholders and the company. The litigation system is a breakthrough and revision to the "the most capital definitely" which is basic principle of the company law. But this breakthrough and revision must be discrete. We must not only protect the legitimate rights and interests of minority shareholders which keep them can file a lawsuit when company deadlock but also observe the principle of the commercial law that "try best to maintain the company". After all, judicial dissolution is a capital punishment to company, the courts force to dismiss the company be able to make a series of law and the social question. Therefore, the author try to make a balance which protects not only the legitimate rights and interests of minority shareholders but also the majority shareholders and the company.