Company dissolution proxy words

Hello, here is the proxy word for company dissolution. You can refer to the presiding judge and collegiate bench: entrusted by the defendant Changsha Jun "Company" in this case, a law firm in Hunan appointed me as the litigation agent in the case of its dispute with the plaintiff He Moumou [(20 12) Yu Min Chu Zi No.786]. After the agent took over the case, he carefully investigated the operation, shareholders and shareholders of Li Jun Company since its establishment. And made a serious investigation on related matters, listened to the opinions of the client and the legal representative of the company, and now combined with the evidence of this case, issued the following agency opinions: 1. The plaintiff has not actually fulfilled the obligation of capital contribution, and its corresponding "shareholder" rights should be restricted. In July 2009, the plaintiff proposed to the third person, Yang Moujun, that his brother-in-law had two units to build Gao and set up a company with Yang. At that time, the plaintiff had no funds, and the registered capital needed 6.5438+0 million yuan, so Yang Moujun personally wrote a check worth 400,000 yuan for the plaintiff to register the company. On August 2, 2009, Kloc-0, Li Jun Company was established. The plaintiff became the so-called "shareholder" of Li Jun Company without any cash or in-kind contribution. From the function of the registered capital of a company, the contribution of shareholders is the most basic source of the company's capital and the basic material basis of the company's business activities. Under the current economic conditions of the rule of law in our country, shareholders are never allowed to exercise their rights without actual capital contribution, which is undoubtedly conniving at the birth of more shell companies and is absolutely not conducive to the benign development of China's market economy and the protection of creditors' interests. At the same time, if shareholders who have not actually fulfilled their capital contribution obligations can exercise their rights and obligations, it will lead to unequal rights and obligations of shareholders. The plaintiff can exercise the shareholders' rights and even affect the company's operation only by the subscribed capital contribution, which is tantamount to encouraging opportunism and other illegal acts and violating the basic principles of civil and commercial law of equal rights and obligations. Therefore, Li Jun Company, other shareholders and attorneys all believe that the plaintiff should not enjoy the same shareholder rights as the actual shareholders, have no right to participate in the shareholders' meeting, exercise the right to vote in proportion to the capital contribution, elect and be elected as the company's senior management, have no right to consult the minutes of the shareholders' meeting and financial accounting reports, and have no right to file a lawsuit to represent and dissolve the company. Article 35 of China's Company Law stipulates that shareholders receive dividends in proportion to their capital contribution, and the plaintiff cannot receive dividends from the military company because he has not actually fulfilled his capital contribution obligations, and does not enjoy the right to distribute the company's earnings. This is the full embodiment of China's company law to the shareholders' rights and interests of limited liability companies. At the same time, article 17 of the judicial interpretation of China's "Company Law" stipulates that "if a shareholder fails or fails to fully perform his capital contribution obligations, or withdraws his capital contribution, the company shall, according to the company's articles of association or the resolution of the shareholders' meeting, impose corresponding reasonable restrictions on his rights such as the right to claim for profit distribution, the right to subscribe for new shares and the right to claim for the distribution of surplus property, and the people's court will not support it. "Furthermore, shareholders should fulfill their capital contribution obligations. If they fail to actually fulfill their capital contribution obligations or make capital contribution defects, the plaintiff should also bear civil, administrative and even criminal responsibilities according to law. 2. This case does not meet the conditions for judicial compulsory dissolution of Li Jun Company, so it will not be accepted, and the prosecution will be dismissed according to law, or all the plaintiff's claims will be rejected. 1. There are no serious difficulties in the management of Li Jun Company. Li Jun Company has only been established for two years and eight months since August 2009. With the joint efforts of the company's legal representative, Yang Moujun, and all employees, the company's various systems have been gradually improved, business channels and markets have been continuously expanded, and good economic benefits have been achieved, and its own business brand and business reputation have been continuously established in the same industry. Literally, the serious difficulties in "operation and management" can be divided into two different situations (or critical situations). If the plaintiff wants to prove in the evidence submitted that Li Jun Company has considerable assets in its current account, how can it be difficult? Therefore, no matter whether the plaintiff's witness lies or not, no matter the normal operation of Li Jun Company. In fact, the shareholders' meeting, the company's authority, is not in a decision-making deadlock. The legal representative is Yang Moujun, holding 60% of the shares. He has struggled in the steel trade industry for most of his life and has the ability and power to make investment plans and business plans. Since the establishment of the company, the plaintiff has rarely appeared in the company, and he doesn't understand the business, let alone participate in the management of the company. So far, he has only introduced the business to the company. If the investment plan and business plan are improperly decided, the plaintiff can participate by convening a shareholders' meeting or modifying the plan and scheme, but the plaintiff has no evidence to prove that he has proposed convening a shareholders' meeting. According to the Articles of Association, the plaintiff holds 40% of the shares and serves as the supervisor. There are ways to give full play to the rights of "shareholders", but the plaintiff did not exercise them correctly. The company still has strong profitability. Profitability is the company's ability to make profits. Profit is the source of funds for shareholders to obtain investment income, and it is the concentrated embodiment of the company's operating performance and management efficiency. The accounts receivable of Li Jun Company in Changsha Sunshine 100 site steel trade project is more than 2.9 million yuan. After deducting the cost, Li Jun Company has considerable profits, which is the most effective proof. Moreover, in the normal negotiation and cooperation of other projects of the company, if there is no external payment and no other debts, the plaintiff thinks that the company has lost its profitability and should submit evidence of the company's profitability analysis. It is not impossible for the plaintiff to sue for dissolution of the company through other channels. To dissolve a company is to destroy its personality, and the internal governance of the company is like the central nervous system of the company. Only when the internal governance of the company fails, can we identify "company central nervous paralysis" and make a judgment of dissolving the company and destroying the company's personality accordingly. Respecting corporate personality and internal governance is the essence of China's legal legislation. Before bringing a lawsuit to dissolve the company, shareholders should seek internal relief through the shareholders' meeting, including making a resolution to correct mistakes or requesting to buy back shares. If the company fails to convene a general meeting of shareholders, they can seek a solution by exercising their right to convene an extraordinary general meeting of shareholders. Disputes between shareholders and other shareholders of the company can be solved by adjusting the management, individual shareholders' withdrawal or transfer of shares, and investigating individual shareholders' responsibility for infringing the interests of the company. Only when seeking the above-mentioned remedies is hindered can it be considered as "unable to be solved by other means", which is the pre-procedure set by the company law to prevent shareholders from maliciously suing for dissolution of the company. If the premise cannot be met, the purpose of dissolving the company cannot be achieved. In this case, the plaintiff filed a dissolution lawsuit directly after the company initiated a criminal case of malicious transfer and embezzlement of huge amounts of money, ignoring the procedures before the dissolution of the company, misinterpreting the law, looking for a lifeline for its crime, malicious litigation, indiscriminate prosecution, and wasting valuable judicial resources of the country. 4. At present, the company is operating normally, and the existing employees are working normally and have not stopped operating (this is not the legal reason for the plaintiff to sue for dissolution of the company). The establishment and legal operation of Li Jun Company has made due contributions to national taxation, local economic development and employment, and will make greater contributions. If the military company is dissolved by the judiciary, the company's payment will not be recovered, employees will be laid off, the brand and business reputation that have been established in the industry will be lost, and even unrest and mass incidents that affect social stability and harmony will be triggered. From the legal, social and economic point of view, there is no need to dissolve the company. 6. If the management of Li Jun Company suffered huge losses, the plaintiff and related personnel misappropriated and occupied the sunshine of the company with a huge sum of 100 yuan, which caused huge economic losses to Li Jun Company and all employees, and the actions of the plaintiff and related personnel directly led to and contributed to the "losses" of the company. Li Jun Company has initiated criminal filing and prosecution procedures for the crime of maliciously occupying the company's property. 3. Li Jun Company, as a legal commercial subject, has no bad record of violating laws and disciplines since its establishment. The personal crisis between the shareholders and the original application reasons can be completely solved by "exhausting internal remedies". Li Jun Company and all employees unanimously disagreed with the dissolution of the company, and the plaintiff's claim was unfounded in law and should be rejected according to law. The above proxy opinions are for the reference of the collegial panel, please adopt them.