Research On The Recognized Standards Of Company Judicial Dissolution

The creation and development of company system have promoted the human society commercial civilization development to an unprecedented height.The System of Judicial Dissolution of the Company is the last remedy for the shareholders who dissatisfied with the company or co-relationship among the shareholders but lack of freedom to exit the company mechanism. Our company judicial dissolution is refers to when company's management arises significant difficulties, major damage or the deadlock between the shareholders and directors, leading company cannot make decisions in accordance with procedures and not function normally, according to the application of the shareholders, by the cour judge to dissolve the company. The System of Judicial Dissolution of the Company aims to provide the ultimate remedy to solve the company's "co-relationship barriers". When the internal conflict occurred between the shareholders, exhausted other remedies in irreconcilable conflict, by the national jurisdictions involved in the company autonomy to dissolve the company, and ultimately shareholder conflict is resolved, protecting the interests of all parties. The system of Judicial Dissolution after all is to protect the interests of shareholders, but the company law on judicial dissolution standard is only in principle providing the relevant content, it lacks of maneuverability in practice, so that the judge hearing the case of the company dissolution tends to have relatively great discretion. What the concrete manifestation for the provisions "Company management arise serious difficulties" and "the interests of shareholders subject to significant losses" of Article 182 of the Companies Act is in practice ?The courts have different referees thinking. In addition, the "Company Law Explanation 2" limited the Recognized Standards of Company Judicial Dissolution to the company deadlock, so the oppression by shareholder can not be support in judicial practice because they do not belong to the legal reasons for dissolution or can be resolved through other means alone. The shareholder oppression is excluded from the Recognized standards of Company Judicial dissolution, whether it fits the practice needs? All of these need to be analyzed from the perspective of law.In this paper, the author uses the method of empirical study of Sociology, taking a large number of real cases to study, trying to use real data to reflect the characteristics of the court when determining company judicial dissolution. On the basis of empirical study,attempt to use the value of the system of the company judicial dissolution, the principle and the specific standards to analyze the problems in the judicial practice theoretically, finally providing countermeasures and suggestions to improve the Recognized standards of Company Judicial Dissolution. In this paper, in addition to the introduction and conclusion, the text is divided into three parts.The first part is about the practice visits of recognized standards of company judicial dissolution. Through the investigation and study of 70 cases, interpret the actual situation of the cases of judicial dissolution in three links which are the basic situation of the respondent company, the plaintiff's cause of action, basic situation of the cour judgment, forming intuitive understanding for the judicial dissolution of the company. Summarize the characteristics of the recognized standards of company judicial dissolution in judicial practice and what problems the recognized standards of company judicial dissolution in judicial practice exist.The second part is about what problems the recognized standards of company judicial dissolution in judicial practice exist and its analysis. This section will focus on the problem which is reflected after the practice study on the recognized standard of company judicial dissolution on the first part, analyzing and reflecting it from three areas of value orientation, basic principles and concrete standards.Firstly, analyze the rationality that put shareholder oppression into the recognized standards of company judicial dissolution with the value of the company judicial dissolution.Secondly, comprehend what "can not be solved by other means" mean with the implement principle of the company judicial dissolution.Thirdly,the understanding and application for the specific recognized standards that "the company management arise serious difficulties and continue to exist will cause the shareholders subject to significant losses".The third part is about the countermeasures and suggestions to improve the judicial dissolution of the company in our country. Based on the above analysis, in order to improve the recognized standards of company judicial dissolution, some suggestions below. Firstly, the "Company Law" Article 182 should be broadly understood, put the shareholder oppression into the recognized standards of company judicial dissolution.So that the situation that the largest shareholder oppress the minority shareholders and harm to the interests of minority shareholders have been alleviated, but also a restriction for the situation of shareholder oppression that exist in practice. Secondly, exhausted other alternative remedies is pre-judicial procedure when judging dissolution. Jurisdiction to intervene to dissolve the company requires strict standards to prevent the abuse of judicial dissolution. Judicial dissolution of the company is the last remedy for the shareholders to exit the company mechanism, but as long as the company still has the hope of maintaining and surviving, the court should not be taken lightly to dissolve the company. The court shall adhere to the principle of prudence, when exhausting all remedies cannot resolve the company deadlock and reconcile Shareholders conflict situations, considering the dissolution of the company. Finally, consider more on the Shareholder relationship breakdown when dissolve the company. Although the company is profitable, but the company can not resolve the deadlock, and the shareholder relationship broken, the national public authority should intervene to dissolve the company to resolve the conflict of shareholders, protect the interests of all parties.