Research On The Judicial Dissolution Of Limited Company In China

Company is one of the most important business organization forms in modern economic society, and it has decisive effect on society’s economic development. As a legal fiction subject who has qualifications of independent legal capacity, public power shall not interfere the company’s operation. However, when the company can’t ease conflicts between the shareholders itself, it’s necessary for public power to get involved in company’s operation, and applying for company judicial dissolution has become the ultimate measure for shareholders to maintain their own rights and interests. Article 182 of 2005 ’Company Law’ established Judicial Dissolution of the Company, which has filled up the legislative gap on this institution. Then ‘Judicial Interpretation of Company Law(II)’ promulgated by the Supreme People’s Court in 2008 has stipulated detailed regulations and guidance on applicable to the judicial dissolution of company. But because of the rapid development of era and the relative lag of law, the existing judicial dissolution system in our country could not apply to the juridical practice very well. For this reason, this thesis will do statistics and analysis on real case of company judicial dissolution in order to hope to find deficiencies of this system and explore further perfection recommendations.Through analysis on 192 sample cases in Chapter 1, the mysterious veil of the judicial dissolution practice at present has been disclosed. Through the statistics on company nature, date of conclusion of hearing, court of final appeal, hearing procedure, the final result, the winning party, reasons of losing cases, the present registration status, shareholders of the company and the management status when sue, this thesis have had intuitive understanding of this company judicial dissolution system, and hope to find practice defect in this system.Through the deeply analysis on typical cases in Chapter 2, the thesis will thoroughly analyze courts’ judging standards of ‘Serious difficulties in Company Management’ at present. The thesis will put emphasis on forming reasons of non-dissolution company which has been judged to dissolve, shareholder’s subjective motivation to file a suit, practical application of ‘Serious difficulties in Company Management’, and the rethink of functional orientation of this judicial dissolution system.On the basis of systematic generalization of sample cases in Chapter 3, the thesis will point out the ‘Serious difficulties in Company Management’ has been limited interpreted by ‘company deadlock’ actually. However, this kind of interpretation has neglected the ‘shareholders oppression’, which is more common in closed company, and this limited interpretation could not suit the lawsuit which is prosecuted by the ‘shareholders oppression’. Through the discuss of shareholders legitimate expectation principle and jurisdiction prudent intervention principle, the thesis try to reflect on the possibilities of expanding the statutory circumstances of company judicial dissolution system, and expect to provide effective exit strategy for relevant shareholders.As summarized conclusion of the first three chapters, Chapter 4 will point out the value orientation of this system, and on the basic of referring to some western countries’ mature legislative experience and judicial experience, the thesis will suggest to expand the statutory circumstances of company judicial dissolution system through judicial interpretation or guiding cases. At the same time, as withdrawal right of shareholder has not been established in our country now, the statement of ‘cannot solve through other channels’ in Company Law Article 182 ‘solve through other channels’ should be regarded as the precondition of judicial dissolution of judgment instead of the precondition acceptance of case. Furthermore, in order to ensure that all parties in the equity transfer of rights and interests, company judicial dissolution system should further standardize the procedures in the share purchase, optimize the resource configuration and realize the social justice and efficiency.