Juris Prudence And System Establishment Research Of Judicial Dissolution For China Limited Liability Company

The company is not smooth in operation for many reasons which sometimes lead to termination. One of means of company's termination is dissolution which includes voluntary dissolution and compulsory ddissolution. In most of foreign regulations, the company is compulsorily dissolved by administrative dept. and court, while our company law only specify administrative dissolution, not judicial dissolution ,because of the influence of legislative theory and limitation of specific circumstances in 1993. With economic development, to reform and improve the relative regulation and systems of company law is urgently needed. Our current relative systems can not resolve many problems, such as deadlock, oppression of minority and loss of substratum or principal object in limited liability company. If the shareholders'meeting can not reach the dismiss resolution,the shareholds haven't other remedy measures to defend their rights and interests according to the company law. These foregoing disputes result from dual natures of limited liability company, which are capital-united nature and membership-united nature. All these issues ask for establishing the rational judicial dissolution system in limited liability company in near future. The thesis , adopting the approach of comparative law ,law interpretation and science of economics ,focus on the establishment of judicial dissolution system in limited liability company . The paper divides into following aspects: Firstly, by quoting three cases, the thesis probes into defects of dissolution system of limited liability company, analyzes the necessary to regulate the judicial dissolution system. Secondly, with the comparison of contributive system of investor's transfer and retract among limited liability company, partnership enterprise and joint stock limited company, chapter2 analyzes the regulation about dissolution by treaty and administrative compulsive dissolution, and impair occurrence of shareholder's rights and interests, then analyzes the defects of defense and remedy system. From the point of historical and realistic aspect, the thesis fully demonstrates the necessity of establishment of dissolution system for the limited liability company. Thirdly, by demonstrating six points: company law theory, contract theory, infrigement and suit theory, the basic idea and value orientation of civil law, the way of law economic view and comparison of foreign countries'legislative experience, the thesis try to reason the juris prudence to establish the judicial dissolution system for limited liability company. This chapter and the fourth chapter are strongly stressed. Fourthly, at first, chapter four analyzes the influence on the relative interests of parties from the judicial dissolution system, then under the principle of balancing interests of parties, five aspects are put forward: legal reason of dissolution suit, plaintiff qualification, defendant qualification, the limitation of dissolution system misuse, remedy measures. By doing so, the thesis gives details about the establishment of the judicial dissolution system. At last,the epilogue suggests that the dissolution system for limited liability company be established in soon future so as to improve the company law.