有限責任公司司法解散制度研究
發(fā)布時間：2018-08-05 10:57
【摘要】：司法解散制度是新《公司法》中一個很重要的組成部分,是中小股東尋求救濟的最后一道保障,是公司退出市場機制的一個通道,更是經(jīng)濟得以良序發(fā)展的一個法寶。通過對公司司法解散制度的解析,發(fā)現(xiàn)我國司法解散制度在當事人的設(shè)計上、解散事由的規(guī)定上、債權(quán)人利益的保護上、替代性措施的完善上還存在著一定的缺陷,然后提出一些建構(gòu)性的建議,從而在法律制度和司法實踐中予以完善,增強其操作性,更好地維護公司相關(guān)主體的利益,使各方利益達到一種最大的平衡。 文章研究的對象限定為有限責任公司,主要是因為有限責任公司具有更強的閉鎖性。通過對有限責任公司司法解散制度制度概念、特征的分析以及與國外立法相關(guān)制度的比較,奠定了研究的理論基礎(chǔ)。從股東利益、公司信托等方面分析了有限責任公司司法解散制度的正當性,從公司本質(zhì)與解散的危害上提出了其必要性,然后從理論和現(xiàn)實上探討了有限責任公司司法解散制度在我國建立的可行性。通過對我國司法解散事由和途徑的分析,指出我國有限責任公司司法解散制度上存在的缺陷,再創(chuàng)造性地提出我國有限責任公司司法解散制度的原則與具體的措施,并對避免公司解散的替代措施進行了構(gòu)思,試圖將股權(quán)強制收購、任命管理人和臨時接管人、臨時董事、托管、除名權(quán)等制度納入我國有限責任公司司法解散制度體系,以此來滿足商主體繼續(xù)得以維持,保護股東、債權(quán)人、國家的利益,達到真正意義上的利益平衡。
[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.
【學位授予單位】：湖南師范大學
【學位級別】：碩士
【學位授予年份】：2011
【分類號】：D922.291.91
本文編號：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.
【學位授予單位】：湖南師范大學
【學位級別】：碩士
【學位授予年份】：2011
【分類號】：D922.291.91
【引證文獻】
相關(guān)碩士學位論文 前1條
1 劉芳;公司僵局的司法解散機制研究[D];中央民族大學;2012年
，本文編號：2165583
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