公司解散与清算的法理基础和制度价值

On Legal Basis and Institutional Value of Dissolution and Liquidation of Company

在公司的解散和清算实践中,我国公司法的缺陷导致股东滥用公司人格或有限责任原则,导致很多人误认为公司人格消灭于营业执照被吊销之时,致使侵害债权人合法权益的现象非常普遍。对这些问题的探讨和解决,不仅要从公司解散与清算的具体制度层面着眼,更要从价值哲学的层面对其法理基础与制度价值进行深入分析,只有在充分了解该法律制度的设立目的与价值目标的基础上才能设计出符合社会需要的制度安排。

In practice of dissolution and liquidation of company, as a result of defectiveness of The Company Law of the People＇s Republic of China, personality of company and principle of limited liability is abused by many shareholders. In addition, some people have the wrong knowledge that the extermination of personality of company is in time of cancellation of business license. These lead to serious infringement of creditors ＇ legitimate interest. In order to settle these problems, the studies are done not on- ly from the perspective of concrete system, but also the basic philosophy is paid attention to, such as legal basis and institutional value. Only by doing this can we design legal systems that can meet social needs.