Research On The Applicable Conditions For Judicial Dissolution Of Companie

The judicial dissolution system is an important institution to solve the company deadlock and protect the interests of shareholders.In 2005,when China revised the company law,the judicial dissolution statute was formally included in it,and then the Supreme People’s Court also issued the corresponding judicial interpretation to stipulate some contents of this provision.However,in practice,there are great differences between the courts on the applicable conditions.It is urgent for us to strengthen the research and understanding of the applicable conditions of the judicial corporation dissolution.In order to solve this problem,this paper uses the methods of comparative study,case study and literature research to clarify the applicable conditions of this institution in China,and make some contribution to further improving the applicable rules of the Chinese judicial corporation dissolution.In addition to the introduction and conclusion,this paper consists of four parts.The first part expounds the theoretical basis and application principles of the judicial corporation dissolution,and through the analysis of foreign laws,sums up three basic elements of the application conditions: firstly,the conditions of the prosecution subject in the involuntary dissolution suits;secondly,the restrictive conditions of the judicial corporation dissolution;thirdly,the legal circumstances that the judicial dissolution must meet,but the conditions of the legal circumstances vary from country to country.The second part focuses on the analysis of the constituent conditions of the judicial dissolution,and finds the problems in the application of the elements of the judicial dissolution through case analysis,such as the various opinions of the serious difficulties in operation and management,the different understanding of the nature that can not be solved by other ways,and so on.In the third part,in view of the differences in the understanding of the applicable conditions of the judicial corporation dissolution in China,by identifying the applicable conditions of each element,the connotation of the four applicable conditions of the judicial dissolution is further clarified.The essence of “serious difficulties in company operation and management” is serious difficulties in management.Shareholders’ interests include not only the economic interests of shareholders,but also the non-economic interests of shareholders;not only the overall interests of the company,but also the individual interests of shareholders.The nature of “can not be solved by other means” is not the precondition of prosecution,but the substantive elements of trial.Shareholders that start the involuntary dissolution suits should specifically refer to the named shareholders.In the case that the shareholding ratio is not worthy of the name,it should be treated differently according to the specific situation.The fourth part puts forward four suggestions from the perspective of perfecting the applicable conditions of the judicial corporation dissolution in China.Firstly,the applicable company types of judicial dissolution should be limited to limited liability companies and some unlisted joint-stock companies,excluding listed joint-stock companies.Secondly,in the application of the judicial dissolution,we should properly consider whether the prosecution has serious fault for the company deadlock.Thirdly,the scope of other channels should be reasonably limited,so as to make necessary restrictions on the discretion of judges.Fourthly,the litigation right of shareholders with less than 10% shareholding ratio can be protected by the combination of equity ratio and malicious litigation prevention mechanism.