An Analysis Of Huafang Ltd. V. Hukangda Co. Of Dissolution Dispute

To the company’s investors-shareholders, the purpose of invest is to getmaximum benefits through access to investment. Because of different shareholdershave different views and perspectives about the development, the management and theinvestment idea of the company, that a lot of contradictions exist in the developmentof the company. When the contradictions to a certain extent that can’t be solved byany other way, the management of the company will surely fall into the state ofstagnation or paralysis, it’s not only a violation of all shareholders’ original intentionof setting up company, but also harm the interests of all shareholders. If the companycontinues to exist in this state, the interests of shareholders may be greater losses, andwhat’s more, the company will lose the existence value. To solve this problem, thejudicial dissolution system of company is proposed. Article183of “Company Law”,amended in2005, states clearly on the company judicial dissolution system, accordingto the request of shareholders, the court has the power to judge the dissolution of thecompany. But it’s not enough when face of the complex judicial practice. By combingthe focus of controversy of the selected cases and by analyzing the results anddecisions of the court, this paper presents that the provisions applicable to foreigninvestment enterprises should be more clearly defined, In order to avoid judicial andadministrative examination and approval rights conflict. In addition, we confirm thequalification of the defective capital contribution shareholder according to the registerof shareholders and the industrial and commercial registration. Defective capitalcontribution should not be the obstacles of the shareholders to exercise the right ofdissolution. However, the regulations are too broad and vague, whether in academiaor practice, there are a lot of disputes exist, especially for the definition of “seriousmanagement difficulties”,“can’t be solved by any other ways”. Judicial dissolution ofthe company still has many shortcomings and defects. To solve that problems, weshould analyzing and comparing different countries’ legislation to make the companyjudicial dissolution system perfect, which we can start from the aspect of litigantsqualification,legislative dissolution reasons.etc.