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自我国改革开放至今,公司已经渐渐成为现代经济生活的主体。每天不仅有大量的公司在各地注册成立,也有为数众多的公司由于自愿解散、被依法宣告破产、公司章程规定的营业期限届满或者公司章程规定的其他解散事由出现、依法被吊销营业执照、责令关闭或者被撤销、人民法院依法予以解散等种种原因走向消亡。《公司法》、《公司登记管理条例》等法律法规对股东自愿解散公司规定了具体的程序,但在实践中部分工商行政管理部门(公司登记机关)出于保护中小股东及保护债权人利益的角度出发采取不同的标准并因而出现了一些既损害了股东的权益又不能实现工商行政管理部门初衷的法律问题。本文拟对这些法律问题进行简单分析并提出几点完善有限责任公司自愿解散注销登记程序的建议。
Since the reform and opening up in our country, the company has gradually become the main body of modern economic life. Every day, not only a large number of companies are incorporated in various places, but also a large number of companies are voluntarily dissolved and declared bankrupt. According to the Articles of Association, the business deadline expires or other dissolution reasons stipulated in the articles of association appear. According to the law, the business license is revoked and the company is ordered to close Or be withdrawn, the people’s court shall be dissolved according to law and other reasons to die. The Company Law and the Regulations on the Administration of Company Registration stipulate specific procedures for shareholders to voluntarily dissolve the company. However, in practice, some industrial and commercial administrations (the company registration authorities), out of the interests of protecting minority shareholders and protecting creditors Departure takes different standards and thus some legal problems arise that impair the shareholders’ rights and interests and fail to achieve the original intention of the administrative department for industry and commerce. This article intends to make a brief analysis of these legal issues and put forward some suggestions on how to perfect the procedure of voluntarily dissolving the cancellation registration procedures of limited liability companies.