论我国的公司司法解散制度
发布时间：2018-10-14 18:08
【摘要】：公司是现代经济生活中最为重要的一种商业组织形式,在社会经济发展中有着举足轻重的地位。作为拥有完整的治理机构的法人组织,公司具有独立的法人资格,司法本不应当干预公司的运作。但由于自由竞争和单纯的市场机制容易造成负面的“外部效应”和“市场失灵”,因此现代各国和地区公司法通过不断的修改和完善,以协调经济生活中的各种关系。在公司的存续期间,公司股东利益冲突在所难免,当部分股东权益被侵犯,而公司有无法达成自力解决的协议时,通过司法申请解散公司就成了股东维护自身权利的终极手段。通过司法解散公司,出自19世纪中叶英国的“公正合理清盘令”,经过一百多年的发展,以逐步为各国和地区法律所接受,并在调解公司股东纠纷、维护中小股东权益方面发挥着重要的作用。随着我国2006年新《公司法》的颁布实施,我国正式在公司法中确立的公司司法解散制度,第183条规定了股东提起解散之诉的条件。这也标志着我国公司法理念的进步,对公司的健康发展起着重要的作用。但由于引入时间较短,尚未能充分结合我国公司实务做出适应性的修改,在司法实践中,还存在一定的操作性问题。在司法实践中也存在着一些有争议的裁判,亟待理论的进一步完善。 本文旨在对我国司法解散制度进行评析,以求能抛砖引玉,使得司法解散制度能进一步的完善。正文内容主要分为三个部分:第一部分是我国公司司法解散制度的现状分析,主要是对公司司法解散的特点进行概述,并分析了我国司法解散制度的确立背景和立法规定。第二部分主要分析了我国公司司法解散制度的司法现状,主要涉及在司法适用中出现的一些争议问题,并对问题进行简要的分析和评论。主要包括管辖权问题、审理程序问题以及有关司法解散法定事由等。第三部分主要是对完善我国公司司法解散制度提出建议。
[Abstract]:Company is the most important form of business organization in modern economic life and plays an important role in the development of social economy. As a legal organization with a complete governing body, the company has an independent legal personality, and the judiciary should not interfere with the operation of the company. However, free competition and simple market mechanism can easily lead to negative "external effect" and "market failure", so the modern company law of various countries and regions has been constantly revised and perfected in order to coordinate all kinds of relations in economic life. During the existence of the company, the conflict of the shareholders' interests is inevitable. When some shareholders' rights and interests are infringed, and the company can not reach a self-resolving agreement, dissolving the company through judicial application becomes the ultimate means for shareholders to safeguard their rights. Through judicial dissolution of the company, from the mid-19th century Britain's "just and reasonable winding-up order", after more than 100 years of development, gradually accepted by the laws of countries and regions, and in the mediation of shareholder disputes. Safeguarding the rights and interests of small and medium shareholders plays an important role. With the promulgation and implementation of the new "Company Law" in 2006, the judicial dissolution system of the company established in our country is formally established in the company law. Article 183 provides the conditions for shareholders to file a lawsuit for dissolution. This also marks the progress of the concept of corporate law in China, and plays an important role in the healthy development of the company. However, due to the short introduction time, it has not been fully combined with our company practice to make adaptive modification, in judicial practice, there are still some operational problems. In judicial practice, there are some controversial referees, which need to be further improved. The purpose of this paper is to evaluate the system of judicial dissolution in order to further improve the system of judicial dissolution. The main content is divided into three parts: the first part is the analysis of the current situation of the judicial dissolution system of our country, mainly summarizes the characteristics of the judicial dissolution of the company, and analyzes the establishment background and legislative provisions of the judicial dissolution system of our country. The second part mainly analyzes the judicial status quo of the judicial dissolution system of our country, mainly involves some controversial issues in the judicial application, and makes a brief analysis and comment on the problems. Mainly includes the jurisdiction question, the trial procedure question and the related judicial dissolution legal reason and so on. The third part is to improve the system of judicial dissolution of companies in China.
【学位授予单位】：中国政法大学
【学位级别】：硕士
【学位授予年份】：2011
【分类号】：D922.291.91
本文编号：2271224
[Abstract]:Company is the most important form of business organization in modern economic life and plays an important role in the development of social economy. As a legal organization with a complete governing body, the company has an independent legal personality, and the judiciary should not interfere with the operation of the company. However, free competition and simple market mechanism can easily lead to negative "external effect" and "market failure", so the modern company law of various countries and regions has been constantly revised and perfected in order to coordinate all kinds of relations in economic life. During the existence of the company, the conflict of the shareholders' interests is inevitable. When some shareholders' rights and interests are infringed, and the company can not reach a self-resolving agreement, dissolving the company through judicial application becomes the ultimate means for shareholders to safeguard their rights. Through judicial dissolution of the company, from the mid-19th century Britain's "just and reasonable winding-up order", after more than 100 years of development, gradually accepted by the laws of countries and regions, and in the mediation of shareholder disputes. Safeguarding the rights and interests of small and medium shareholders plays an important role. With the promulgation and implementation of the new "Company Law" in 2006, the judicial dissolution system of the company established in our country is formally established in the company law. Article 183 provides the conditions for shareholders to file a lawsuit for dissolution. This also marks the progress of the concept of corporate law in China, and plays an important role in the healthy development of the company. However, due to the short introduction time, it has not been fully combined with our company practice to make adaptive modification, in judicial practice, there are still some operational problems. In judicial practice, there are some controversial referees, which need to be further improved. The purpose of this paper is to evaluate the system of judicial dissolution in order to further improve the system of judicial dissolution. The main content is divided into three parts: the first part is the analysis of the current situation of the judicial dissolution system of our country, mainly summarizes the characteristics of the judicial dissolution of the company, and analyzes the establishment background and legislative provisions of the judicial dissolution system of our country. The second part mainly analyzes the judicial status quo of the judicial dissolution system of our country, mainly involves some controversial issues in the judicial application, and makes a brief analysis and comment on the problems. Mainly includes the jurisdiction question, the trial procedure question and the related judicial dissolution legal reason and so on. The third part is to improve the system of judicial dissolution of companies in China.
【学位授予单位】：中国政法大学
【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 李曼芳;完善我国公司司法解散制度的新探索[D];华东政法大学;2011年
，本文编号：2271224
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