The Remedy Of Shareholder’s Rights When The Liquidation Can’t Be Complete In Limited Company

Limited features unique form of organization and occupy an important position in our socialist market economy with Chinese characteristics is the main type of current existing businesses. Ltd. when participating in market economic activities, not only in establishing access to strictly follow the rules of the market, when to exit more need to comply with the statutory withdrawal mechanism. Companies forced liquidation procedure as a means of market players to exit mechanism is based on a judicial non-litigation procedure, the liquidation obligor dominant, the liquidation group clean-up complete accounting process, the people’s court supervision, comprehensive company settled with the creditors, the company and the debtor, rights and obligations of the company and among shareholders, the ultimate elimination of the corporate body of important ways. Case but Ltd. after entering liquidation proceedings occur due to the controlling shareholder of the company causes books, important documents or major property damage or loss, or the company responsible persons unaccounted for, and is bound to result in an objective property of the company, you can not company business activities verification, clearing program can not continue, this time not only against claims for repayment of creditors, also against the minority shareholders do not control the company’s surplus property distribution rights, and how to look forward to the remaining minority shareholders the distribution of property rights available relief, the company is the legal system demands the balance of interests, to fully protect the rights of all parties are facing problems. From China’s current legal system, the legislative level company, "People’s Republic of China Company Law" (hereinafter referred to as "Company Law") and "and the Supreme People’s Court on the application of<People’s Republic of China Law> Issues (b)" (hereinafter referred to as the "Company Law judicial interpretation II") only focus on the protection of the rights of creditors, "Company Law judicial interpretation II" in Article XVIII of the right remedy can not liquidate creditors, but for protection of the rights of shareholders has not been involved in; from the point of view of judicial practice files, the Supreme Court in November 2009 issued a "compulsory company liquidation proceedings of the seminar on the case" (hereinafter referred to as "liquidation Minutes"), wherein the second nineteen pairs of shareholders for compulsory Remedy liquidation provision is made in the judicial level, the protection of shareholders’ rights approach crucial step forward, but the provisions of this clause is only the principle of shareholder rights at the macro-relief made a general rule, but No advocate of the rights of minority shareholders on the basis of specific proceedings and the right to enjoy a clear, such a provision undoubtedly brings blank and uncertain operation of law, the main part of the market to take advantage of loopholes in the rules to avoid responsibility, resulting in a current judicial practice in the case of liquidation is not often seen, and frequently harm the rights of minority shareholders of the objective reality of the situation. This article looks at the company to force judicial liquidation case there is a problem in practice to protect the interests of minority shareholders, with the current situation of China’s rights and interests protected by the objective reality, the necessity to protect the interests of minority shareholders, the interests of the legal basis for the protection, rights protection of the rights of nature, interests Ways to achieve specific judicial procedures for analysis and elaboration, and improve our company was forced to liquidate the legal system, the rights of minority shareholders adequate relief proposals and thinking.