The Company Judicial Ruling Dissolution System Research

The judicial dissolution of corporations, as a withdrawal mechanism for a company in corporate deadlock and shareholder oppression, is very critical to the shareholders, creditors and Society. However, this important system was not in the list of the former Company Law in1993. This law deficiency has led to deadlock to many minority shareholders. In2006, China’s revised Company Law has introduced this system to provide judicial reference for solving the corporate deadlock. But due to lack of manipulation, this general instrument could not meet up with the fast growing lawsuits about judicial dissolution. The following Judicial Interpretation Section Ⅱ on the Company Law has made some complementary regulations. However, comparing with mature systems from oversea developed nations, China’s judicial dissolution system is still in its infancy, while more and more related issues are still needed to be complemented by academy theoretical research and judicial practice. This dissertation is trying to analyze and compare the advanced oversea and China’s judicial dissolution systems, shooting at the defects in legislation and judicial practice,to anticipate on going complementation of China’s judicial dissolution.This dissertation is divided into four chapters. Chapter Ⅰ, the basic theory of judicial dissolution of corporations, introduce the concepts and categorization, clarify the practical importance of developing judicial dissolution system and the basis of legal principle and defects of judicial dissolution of corporations. This part is the basis of the dissertation, providing groundwork of legal theory for the following chapters. Chapter Ⅱ, by introducing the historical origin and achievement of theoretical research of oversea’s the judicial dissolution of United Kingdom, United States of America,Germany, the author is trying to provide models for reference for China to complement the judicial dissolution system.Chapter Ⅲ, by a series of empirical study of the application of judicial dissolution, clarifying the benchmark of judgement and the effectiveness of reality from the double angle of law and economics. Chapter Ⅳ, the exploration of China’s judicial dissolution system of corporations, propose some opinions about modification and suggestions from both entity and procedure parts to the defects and problems of China’s judicial dissolution system.Due to the huge destruction of Judicial Dissolution system to companies, we should pay much more attention to apply other alternative remedy first.