有限责任公司司法解散制度研究
发布时间：2018-08-05 10:57
【摘要】：司法解散制度是新《公司法》中一个很重要的组成部分,是中小股东寻求救济的最后一道保障,是公司退出市场机制的一个通道,更是经济得以良序发展的一个法宝。通过对公司司法解散制度的解析,发现我国司法解散制度在当事人的设计上、解散事由的规定上、债权人利益的保护上、替代性措施的完善上还存在着一定的缺陷,然后提出一些建构性的建议,从而在法律制度和司法实践中予以完善,增强其操作性,更好地维护公司相关主体的利益,使各方利益达到一种最大的平衡。 文章研究的对象限定为有限责任公司,主要是因为有限责任公司具有更强的闭锁性。通过对有限责任公司司法解散制度制度概念、特征的分析以及与国外立法相关制度的比较,奠定了研究的理论基础。从股东利益、公司信托等方面分析了有限责任公司司法解散制度的正当性,从公司本质与解散的危害上提出了其必要性,然后从理论和现实上探讨了有限责任公司司法解散制度在我国建立的可行性。通过对我国司法解散事由和途径的分析,指出我国有限责任公司司法解散制度上存在的缺陷,再创造性地提出我国有限责任公司司法解散制度的原则与具体的措施,并对避免公司解散的替代措施进行了构思,试图将股权强制收购、任命管理人和临时接管人、临时董事、托管、除名权等制度纳入我国有限责任公司司法解散制度体系,以此来满足商主体继续得以维持,保护股东、债权人、国家的利益,达到真正意义上的利益平衡。
[Abstract]:The judicial dissolution system is an important part of the new Company Law, the last safeguard for the minority shareholders to seek relief, a channel for the company to withdraw from the market mechanism, and a magic weapon for the economic development in good order. Through the analysis of the judicial dissolution system of the company, it is found that the judicial dissolution system of our country has some defects in the design of the parties, the provisions on the cause of dissolution, the protection of the interests of creditors, and the perfection of alternative measures. Then some constructive suggestions are put forward so as to improve the legal system and judicial practice, enhance its operability, better safeguard the interests of the relevant subjects of the company, and make the interests of all parties reach a maximum balance. The object of this paper is limited to limited liability company, mainly because limited liability company has stronger locking property. By analyzing the concept and characteristics of judicial dissolution system of limited liability company and comparing it with the relative system of foreign legislation, the theoretical foundation of the research is established. This paper analyzes the legitimacy of the judicial dissolution system of limited liability companies from the aspects of shareholders' interests and company trust, and puts forward its necessity from the perspective of the nature of the company and the harm of the dissolution. Then it discusses the feasibility of establishing the judicial dissolution system of limited liability company in our country theoretically and practically. Based on the analysis of the causes and approaches of judicial dissolution in China, this paper points out the defects in the judicial dissolution system of limited liability companies in China, and then creatively puts forward the principles and concrete measures of judicial dissolution system of limited liability companies in China. The alternative measures to avoid the dissolution of the company are conceived, and the system of compulsory acquisition of shares, appointment of manager and temporary receiver, temporary director, trusteeship, delisting right and so on are tried to be brought into the judicial dissolution system of limited liability company in our country. In order to satisfy the business subject to continue to maintain, to protect shareholders, creditors, the interests of the country, to achieve a true balance of interests.
【学位授予单位】：湖南师范大学
【学位级别】：硕士
【学位授予年份】：2011
【分类号】：D922.291.91
本文编号：2165583
[Abstract]:The judicial dissolution system is an important part of the new Company Law, the last safeguard for the minority shareholders to seek relief, a channel for the company to withdraw from the market mechanism, and a magic weapon for the economic development in good order. Through the analysis of the judicial dissolution system of the company, it is found that the judicial dissolution system of our country has some defects in the design of the parties, the provisions on the cause of dissolution, the protection of the interests of creditors, and the perfection of alternative measures. Then some constructive suggestions are put forward so as to improve the legal system and judicial practice, enhance its operability, better safeguard the interests of the relevant subjects of the company, and make the interests of all parties reach a maximum balance. The object of this paper is limited to limited liability company, mainly because limited liability company has stronger locking property. By analyzing the concept and characteristics of judicial dissolution system of limited liability company and comparing it with the relative system of foreign legislation, the theoretical foundation of the research is established. This paper analyzes the legitimacy of the judicial dissolution system of limited liability companies from the aspects of shareholders' interests and company trust, and puts forward its necessity from the perspective of the nature of the company and the harm of the dissolution. Then it discusses the feasibility of establishing the judicial dissolution system of limited liability company in our country theoretically and practically. Based on the analysis of the causes and approaches of judicial dissolution in China, this paper points out the defects in the judicial dissolution system of limited liability companies in China, and then creatively puts forward the principles and concrete measures of judicial dissolution system of limited liability companies in China. The alternative measures to avoid the dissolution of the company are conceived, and the system of compulsory acquisition of shares, appointment of manager and temporary receiver, temporary director, trusteeship, delisting right and so on are tried to be brought into the judicial dissolution system of limited liability company in our country. In order to satisfy the business subject to continue to maintain, to protect shareholders, creditors, the interests of the country, to achieve a true balance of interests.
【学位授予单位】：湖南师范大学
【学位级别】：硕士
【学位授予年份】：2011
【分类号】：D922.291.91
【引证文献】
相关硕士学位论文 前1条
1 刘芳;公司僵局的司法解散机制研究[D];中央民族大学;2012年
，本文编号：2165583
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