Research On Company Judicial Dissolution

Limited liability companies are characterized by a small number of shareholders and the coincidence of ownership and management rights of the company.Due to the lack of free transfer of equity market,limited liability companies are unable to withdraw from the company as shareholders of joint stock limited companies.The legislative purpose of the company’s judicial dissolution system is to enable the shareholders whose interests are seriously damaged or may be seriously damaged to withdraw from the company and safeguard the interests of shareholders.China’s company law on the system of the relatively principle of the provisions,Therefore,the understanding of the meaning of the elements has always had different points of view,the practice of the judgment is not unified.The supreme people’s court has also failed to make "similar cases" and has not carried out its own standards to guide cases.The core problem lies in the misunderstanding of the legislative purpose of judicial dissolution.In view of the four requirements stipulated in China,the current research focuses on the understanding of "serious difficulties in company management".There are views that include,of course,management difficulties at the management level of the company and operational difficulties manifested in the deteriorating financial situation.However,there are also opinions that "serious difficulties in operation and management" refers to the difficulties in the operation of decision-making mechanism at the level of corporate governance.The second interpretation of the company law details the "operation and management difficulties" in the way of listing,which is basically the situation of the company’s internal management obstacles.The guiding cases of the supreme people’s court made it clear that the difficulties in operation and management should be "comprehensively analyzed from the operating status of the company’s organizational structure,focusing on the management aspects of the company,such as the mechanism of shareholders’ meeting,etc.,instead of being one-sided interpreted as the operating difficulties such as the lack of funds and serious losses of the company".Therefore,it seems that the company deadlock represented by "internal management obstacle" is the only reason for judicial dissolution,and this impression has been deeply rooted.But what happens in reality is far from being fully addressed by the "corporate deadlock" theory.A company with normal management but poor management has also been dissolved by judgment;Where the operation and management are normal,but theinterests of one party’s shareholders are obviously infringed upon,there is also a judgment on dissolution.Therefore,it is worth further studying the question of what causes a company can be dissolved.By sorting out the origin of the judicial dissolution system of foreign companies and the key points concerned in the judicial judgment,this paper proposes that the severely repressed shareholders in the company’s operation and management should be taken as the object of the judicial relief for dissolution,and the behavior of shareholders severely repressing other shareholders should also be listed as the cause of dissolution.Furthermore,it is pointed out that there is a problem with the standard of management difficulties,and that the company deadlock does not cover all the cases in which the company should be dissolved by judgment.Therefore,under the current legislation,when China applies article 182 of the company law,it should pay attention to the interpretation of the requirement that "the interests of shareholders will suffer great losses",so that "company deadlock" and "shareholder suppression" can be included in the cause of company dissolution.Through the analysis of the four elements of article 182,the existing problems are revealed and Suggestions for improvement are put forward.