Research On The Judicial Dissolution Of Chinese Companies

As a participant in market economic activities,the stability of the company's existence is of great significance for maintaining transaction security and maintaining the healthy development of society.But it should also be rationally recognized that the company's market exit mechanism is indispensable.If the company's contradictions and conflicts between shareholders are irreconcilable due to many factors,the shareholder meeting mechanism is seriously ineffective,and the deadlock situation such as the company cannot operate normally,the company is inevitable Face the risk of being dissolved.Judicial dissolution provides a good remedy for companies to reasonably withdraw from the market.Some companies that cannot function properly through the judicial dissolution mechanism are a necessary choice in the process of market economy development.This article is based on China's current corporate judicial dissolution trial practice,summarized from many judicial dissolution cases in the past six months,and finds out the current judicial practice dilemmas of this type of lawsuits,and combines other foreign countries' relevant regulations and judicial dissolution of corporate judicial dissolution.The litigation strategy in practice proposes some reasonable and useful improvement measures for the judicial dissolution of Chinese companies.First of all,this article uses the method of legal interpretation to give a brief introduction to the concept and characteristics of corporate judicial dissolution.Based on this analysis,it is concluded that the judicial dissolution of companies in China mainly refers to the statutory provisions of the company law.When the cause causes damage to the interests of shareholders and the exhaustion of other remedies cannot be protected,shareholders apply for a judicial dispute settlement method in which the company decides to dissolve the company through legal procedures.After clarifying the basic concepts,this article focuses on the theoretical basis of the company's judicial dissolution.With the support of many theoretical foundations,China has also borrowed and cited the company system that originated in countries of the common law system in the United States.This article first stipulates clearly;secondly,this article starts with the trial procedure of the company's judicial dissolution proceedings,and combines the specific provisions in the "Company Law Judicial Interpretation(II)" to conduct a detailed analysis of the basic procedures of this type of lawsuits in an effort to find out Problems and deficiencies in the litigation procedure,and givecorresponding constructive suggestions.By sorting out and analyzing the current situation of the judicial dissolution of the company in China,we can find out the specific problems and dilemmas in the judicial practice of the lawsuit,mainly including the following aspects: the claimant's subject is limited to the company's shareholders,and the existence of shareholders Many unreasonable qualification restrictions;the conditions for judicial dissolution provided by legislation are vague and lack of practical operability;the cause of judicial dissolution is limited to a statutory situation of the company's deadlock;the preventive function of the company's articles of association is insufficient,and there is no reasonable pre-set shareholders' Withdrawal mechanism;court mediation and corporate remedies have had little effect,and when the company is deadlocked,it cannot provide appropriate alternative relief in a timely manner.In view of the summary of the above theoretical foundation and the exploration of judicial practice,this article finally puts forward some practical suggestions for the judicial dissolution of Chinese companies: First,the scope and conditions of the subject of the claimant should be reasonably limited.Specifically,it includes expanding the scope of the subject of the right of claim,including creditors and public authorities within the scope of the subject of judicial dissolution,and appropriately limiting the proportion and time of the shareholders of litigation shareholders.Second,strengthening the conditions and causes of judicial dissolution of the company..First,the standards for review of judicial dissolution conditions should be unified to avoid confusion in the judicial application of the courts.Second,the rules of judicial dissolution in common law countries should be used for reference,and the reasons for oppression and abuse of corporate legal persons.Illegal activities were included in the statutory reasons for dissolution.Third,the approval and design of the company's articles of association were optimized.By raising the approval threshold of the company's articles of association,presupposing the shareholders' withdrawal method and the company's arbitration clause,the company will provide shareholders with appropriate measures to resolve the deadlock.Fourth,actively explore the construction of alternative relief measures.Specifically,it includes the establishment of non-litigation mediation dispute resolution methods,the rapid and effective resolution of corporate contradictions through equity acquisitions,shareholder delisting,and company separation.