First, the reasons for the dissolution of the merged company. The original articles were scattered, and now they are merged into one. 1-3 is arbitrary dissolution, and 4-5 is forced dissolution. This provision can make people clear at a glance and have an overall concept of company dissolution.
Second, the new regulations expand the original article 192 into three contents, namely, the business license shall be revoked according to law, and the business license shall be ordered to close or be revoked. Regarding the company's business license revoked by the administrative department for industry and commerce, the original "Company Law" did not specify whether it should be ordered to close down.
There is a phenomenon of wrangling in practice, and the company's business license has been revoked by the administrative department for industry and commerce. It is not clear whether the company will enter the liquidation procedure, who will initiate the liquidation procedure and who will be responsible for it, resulting in the inability of some companies to conduct liquidation and the loss of creditor's rights and debts. The administrative department for industry and commerce or other government departments have the right to order the closure according to law, but only the administrative department for industry and commerce has the right to revoke the business license.
It is generally understood that the enterprises ordered to close were originally legally established, but they failed to strictly abide by relevant laws and regulations during their existence, and even were investigated and dealt with by relevant government departments. Enterprise cancellation refers to the fact that an enterprise was established without legal procedures, or legally in form, but did not meet the substantive provisions of relevant laws and regulations, and was discovered or investigated by government departments.
Third, the provisions on judicial dissolution have been added. Judicial dissolution means that when the company must be dissolved according to law, the court deprives the company of its legal person status based on the application of shareholders to dissolve the company, and judges the company to be forcibly dissolved to protect the interests of shareholders. Because the original Company Law did not stipulate that the judicial organs have the right to dissolve the company, in practice, the internal decision-making and management of the company are based on the "majority rule", which often leads to the inability of both parties to resolve the deadlock or infringement through the shareholders' meeting or the board of directors, and to protect the interests of the company or shareholders through share transfer or capital reduction.