System Of Judicial Dissolution

In China, the company is a non-profit, engaged in business activities or certain purposes established organization. In the establishment of the company in the process, not only contains the capital of the" capital", it contains shareholders must "people-combined". In theory, the shareholders will decide the establishment of the company, is deciding the company operations, products (of course must be consistent with the provisions of the law), and also detennines whether the company existence and dissolution of the company procedures. However, this system seems fair, follow the capital majority principle, but is impaired in the small shareholder interest is realized on the basis of the. But some scholars believe that this rule is reasonable. If the interests of small shareholders are other controlling shareholder violations, according to the principle of majority rule, the legitimate rights and interests of small shareholders are likely to receive no relief. Furthermore, if the company once come to a deadlock, small shareholders in companies and individuals position, hope that through the dissolution of the company, to safeguard the company and shareholders’rights and interests, but the large shareholders did not agree, because the major stockholder control, so that small shareholders hope to dissolve the company purpose cannot be achieved, thus the company and their own interests won’t get protection. In the new" company law" before revision, affected shareholders is not relief, can let the big shareholders violations of their rights and interests. The new" company law"181,183,212provisions on judicial dissolution of the company, especially the183rd specific provision of shareholder when subjected to the invasion by other means, without relief when, can to the court the company judicial dissolution lawsuit request, so as to safeguard their legitimate interests. In May5,2008, the Supreme People’s Court on the application of the" people’s Republic of China company law provisions of a number of issues (two)", the" company law" on the system of judicial dissolution of company a simple rule for further explanation. The article will take the" company law"181st,183rd,212nd and other relevant articles were analyzed, compared with other countries legislation on the system of judicial dissolution of company legal reasons for comparison, reflects the defects of Chinese legislation and defect. At the same time by reference to other relevant provisions of the state, from the system of judicial dissolution of company legal reasons, trial procedures, litigation subject qualification and malicious litigation prevention mechanism to further improve China’s current system of judicial dissolution of company.This paper is divided into four parts:The first part is the problem. In our country before the "Company Law" and not related to the Judicial Dissolution of the institutional issues, whether there are loopholes in the legislation or judicial practice. The new" company law" makes up for this shortcoming,181,183,212are provided. The Supreme People’s court in May5,2008by the" on the application of<the people’s Republic of China Company Law> Several Provisions (two)", and specifically for this problem undertook detailed description, more conducive to our judicial practice. This is a manifestation of our system of judicial dissolution of company development. But because our country" company law" provisions comparison principle and fuzzy, to our judicial organs in the judicial practice has encountered many problems, such as the China’s legal reasons which have specific, litigation subject qualification should be how to identify and so on, this needs us in the later legislation perfection of judicial dissolution of company system. And because of our courts and judges were mostly just by virtue of the judicial interpretation of the Supreme Court and the case to solve the complex range of judicial dissolution of corporation’s case, this is not enough, because the social development is very fast, perfecting the system of judicial dissolution of company imminent.The second part is the legal basis for the study of. From the introduction of our country about the system of judicial dissolution of company rules set, relates to the judicial dissolution of the company and the dissolution of the concept of cause. Any dissolution of the reasons for different reasons for dissolution into three categories: compulsory dissolution and request the dissolution of the reasons. Then from the part of the United States, Germany, Japan and Taiwan of our country are introduced of the overseas company judicial dissolution of the legal basis for regulation, and according to China’s new" company law" provisions of the legal reasons elaborated our country provisions, generally divided into four aspects:arbitrary dissolution, merger or discrete, mandatory dissolution and request for dissolution.The third part is the structural analysis of the dissolution proceedings. This part of the analysis of the judicial dissolution of the system on the proceedings, the subject of proceedings qualifications exist loopholes, and perfect views of the above vulnerabilities. At the same time, suggested by adjusting procedure can be incorporated into our company judicial dissolution lawsuit classics program, because now the regulation in our country to solve the dispute plays a more and more important role.The fourth part is to prevent malicious litigation. This part mainly analyzes our country company judicial dissolution lawsuit may exist in the malicious litigation. The new" company law" gives the specific rights of shareholders, when their legal rights are encroached upon, request judicial relief opportunity. Our" company law" the original intention is good, however, must be aware of the existence of malicious prosecution, some shareholders may. When they are with a partner or some shareholders with a gap between the time, is likely to judicial authority of company judicial dissolution of malicious litigation request, damage to the company and the legitimate interests of the shareholders. Therefore, we should also specify the shareholders have filed to prevent malicious litigation should assume what responsibility.