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司法解散公司在国外已有150多年历史,最早可以追溯到英国在19世纪前期颁布的公平合理清盘令,该清盘令赋予中小股东在受到大股东的不公平压迫时可以径直向法庭申请解散公司的权利,以结束公司的经营,并按投资比例分配公司的剩余财产。继英国之后,许多国家在商事法律中确立了此项制度。在我国,司法解散公司制度确立不久,尚有许多问题亟待深入研究,本文试对司法解散公司涉及的几个重要问题展开探讨。
Judicial dissolution of the company has more than 150 years of history abroad, the earliest dating back to Britain in the early 19th century enacted a fair and reasonable liquidation order, the liquidation order to give small shareholders under the unfair oppressive majority shareholders can apply to the court straight to dissolve the company The right to end the company’s business, and the distribution of the remaining assets of the company according to the proportion of investment. Following the United Kingdom, many countries have established this system in commercial law. In our country, the system of judicial dissolution of the company was established soon, there are still many problems to be studied in depth. This article tries to discuss several important issues involved in judicial dissolution of the company.