Research On Legal Issues Of Judicial Dissolution Of Companies

A company is an organizational form of an enterprise with the status of a legal person.Like the death of a natural person,the company is terminated by dissolution,liquidation and cancellation of registration.There are different types of dissolution,including voluntary dissolution and compulsory dissolution.Administrative and judicial dissolution.In practice,dissolution is primarily a matter of procedure,that is,the decision to dissolve.This decision may be voluntary within the company through certain procedures or may be made outside the company.External dissolution decisions are often mandatory,for example,an administrative agency ordering the cancellation of a company’s business license,or a party applying for a court order to initiate dissolution.Among them,the dissolution of the court judgment,namely judicial dissolution,is the dissolution of the most disputes,theory and practice contradictions.The current Company Law of the People’s Republic of China（hereinafter referred to as the Company Law）stipulates the applicable conditions for judicial dissolution.There are the following problems in judicial practice: when determining "serious difficulties in company management" and taking human joining barrier as the core consideration factor,courts often have judicial formalism in the process of reviewing human joining barrier.In the judgment of "shareholders’ interests",its determination standard is difficult to measure.However,as the "other ways" to prudently deal with judicial dissolution cases,there are some doubts about the specific ways,and there are also different judgment standards on whether to exhaust other ways.By analyzing laws,studying cases and discussing theories,it can be concluded that the court should pay attention to the legitimacy of the purpose of examining the impairment of human joining,and pay more attention to the correlation between the impairment of human joining and the occurrence of serious difficulties in corporate management.As for the judgment of shareholders’ interests,we can try to understand them from the thinking of commercial judgment rules,and it is more appropriate to define shareholders’ interests as shareholders’ overall interests.Understanding the relationship between shareholders’ interests and corporate profits from the perspective of thinking of business judgment rules,it can be believed that there is no relationship between the two: the more optimistic corporate profits are,the more guaranteed shareholders’ interests will be.In the aspect of clarifying the relief of other ways,we can limit the scope of other ways to some extent and confirm whether other ways are exhausted from the perspective of human joining.And the distribution of each part is as follows:The first chapter analyzes the connotation of judicial dissolution of the company as a whole by analyzing the applicable object of judicial dissolution,the types of the company applicable to judicial dissolution,the applicable cause,the deadlock of the company and the legal conditions.The second chapter points out the specific problems existing in the application of judicial dissolution of the company through the analysis of the company dissolution dispute cases in judicial practice,that is,the judicial formalism of the examination of the obstacle of human joining,the unclear grasp of the scale of shareholders’ interests and the different judgment standards in other ways.The third chapter,from the capital majority principle and derive the key factors in the human joining,the conflicts and the contradiction of capital majority shareholders’ interests,theoretical analysis of difficulties existing in judicial identification of human joining barrier,and compared with the second chapter the problems existing in the judicial dissolution of the theory,provide justification for judicial power intervention company autonomy.Chapter four puts forward suggestions on judicial dissolution.Improve the judicial dissolution from three aspects,that is,the substantive examination of the obstacle of human joining,the interpretation of shareholders’ interests and the clear method of other ways of relief.