論我國的公司司法解散制度
發(fā)布時間：2018-10-14 18:08
【摘要】：公司是現(xiàn)代經(jīng)濟(jì)生活中最為重要的一種商業(yè)組織形式,在社會經(jīng)濟(jì)發(fā)展中有著舉足輕重的地位。作為擁有完整的治理機(jī)構(gòu)的法人組織,公司具有獨(dú)立的法人資格,司法本不應(yīng)當(dāng)干預(yù)公司的運(yùn)作。但由于自由競爭和單純的市場機(jī)制容易造成負(fù)面的“外部效應(yīng)”和“市場失靈”,因此現(xiàn)代各國和地區(qū)公司法通過不斷的修改和完善,以協(xié)調(diào)經(jīng)濟(jì)生活中的各種關(guān)系。在公司的存續(xù)期間,公司股東利益沖突在所難免,當(dāng)部分股東權(quán)益被侵犯,而公司有無法達(dá)成自力解決的協(xié)議時,通過司法申請解散公司就成了股東維護(hù)自身權(quán)利的終極手段。通過司法解散公司,出自19世紀(jì)中葉英國的“公正合理清盤令”,經(jīng)過一百多年的發(fā)展,以逐步為各國和地區(qū)法律所接受,并在調(diào)解公司股東糾紛、維護(hù)中小股東權(quán)益方面發(fā)揮著重要的作用。隨著我國2006年新《公司法》的頒布實施,我國正式在公司法中確立的公司司法解散制度,第183條規(guī)定了股東提起解散之訴的條件。這也標(biāo)志著我國公司法理念的進(jìn)步,對公司的健康發(fā)展起著重要的作用。但由于引入時間較短,尚未能充分結(jié)合我國公司實務(wù)做出適應(yīng)性的修改,在司法實踐中,還存在一定的操作性問題。在司法實踐中也存在著一些有爭議的裁判,亟待理論的進(jìn)一步完善。 本文旨在對我國司法解散制度進(jìn)行評析,以求能拋磚引玉,使得司法解散制度能進(jìn)一步的完善。正文內(nèi)容主要分為三個部分:第一部分是我國公司司法解散制度的現(xiàn)狀分析,主要是對公司司法解散的特點(diǎn)進(jìn)行概述,并分析了我國司法解散制度的確立背景和立法規(guī)定。第二部分主要分析了我國公司司法解散制度的司法現(xiàn)狀,主要涉及在司法適用中出現(xiàn)的一些爭議問題,并對問題進(jìn)行簡要的分析和評論。主要包括管轄權(quán)問題、審理程序問題以及有關(guān)司法解散法定事由等。第三部分主要是對完善我國公司司法解散制度提出建議。
[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.
【學(xué)位授予單位】：中國政法大學(xué)
【學(xué)位級別】：碩士
【學(xué)位授予年份】：2011
【分類號】：D922.291.91
本文編號：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.
【學(xué)位授予單位】：中國政法大學(xué)
【學(xué)位級別】：碩士
【學(xué)位授予年份】：2011
【分類號】：D922.291.91
【引證文獻(xiàn)】
相關(guān)碩士學(xué)位論文 前1條
1 李曼芳;完善我國公司司法解散制度的新探索[D];華東政法大學(xué);2011年
，本文編號：2271224
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