Question

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现行法律对公司进入清算阶段后的股东代表诉讼规定仅见于《公司法》第152条和《最高人民法院关于适用〈中华人民共和国公司法〉若干问题的规定（二）》（以下简称《公司法解释二》）第二十三条的规定，无法应对司法实务中侵犯股东整体利益的清算纠纷。
本文通过分析关于股东代表诉讼前置程序救济机关的主要观点，认为公司进入清算阶段后他人实施违法行为给公司造成损失的，股东履行竭尽内部救济原则后可以提起股东代表诉讼，建议建立将清算组作为股东代表诉讼前置程序救济机关的制度，以期实现股东代表诉讼理论与我国现行民事诉讼司法实践的衔接。

Answer 1

现行法律对公司进入清算阶段后的股东代表诉讼规定仅见于《公司法》第152条和《最高人民法院关于适用〈中华人民共和国公司法〉若干问题的规定（二）》（以下简称《公司法解释二》）第二十三条的规定，无法应对司法实务中侵犯股东整体利益的清算纠纷。
The current law on company went into liquidation phase after the shareholder representative litigation stipulated in" company law" of 152nd and" the Supreme People's Court on the application of ' people's Republic of China Company Law ' Several Provisions (two )" ( hereinafter referred to as the" company law" to explain the two ) the provisions of article twenty-third, unable to respond to in the judicial practice infringement of interests of liquidation.
本文通过分析关于股东代表诉讼前置程序救济机关的主要观点，认为公司进入清算阶段后他人实施违法行为给公司造成损失的，股东履行竭尽内部救济原则后可以提起股东代表诉讼，建议建立将清算组作为股东代表诉讼前置程序救济机关的制度，以期实现股东代表诉讼理论与我国现行民事诉讼司法实践的衔接。
This article through the analysis on the shareholder representative litigation procedures relief agency main viewpoint, think the company into liquidation phase after others illegal behavior cause losses to the company, the shareholders to perform all internal remedies can bring the shareholder representative litigation, recommended the establishment of the liquidation group as the shareholder representative litigation procedures relief agency system, in order to realize the shareholders representative litigation theory and China's current civil judicial practice to converge.

Answer 2

现行法律对公司进入清算阶段后的股东代表诉讼规定仅见于《公司法》第152条和《最高人民法院关于适用〈中华人民共和国公司法〉若干问题的规定（二）》（以下简称《公司法解释二》）第二十三条的规定，无法应对司法实务中侵犯股东整体利益的清算纠纷。
There are only two references in the existing laws regarding the provisions on shareholder derivative litigation after the company has entered into the liquidation stage, namely, article 152 of the Company Law and article 23 of the [ Supreme Court’s (tentative provisions about several issues applicable to Company Law of the Peoples Republic of China II ] (hereinafter called Company Law Interpretation II), but they are unable to cope with the requirements of the judicial practice in the liquidation disputes concerning infringement of the overall interests of shareholders.

本文通过分析关于股东代表诉讼前置程序救济机关的主要观点，认为公司进入清算阶段后他人实施违法行为给公司造成损失的，股东履行竭尽内部救济原则后可以提起股东代表诉讼，建议建立将清算组作为股东代表诉讼前置程序救济机关的制度，以期实现股东代表诉讼理论与我国现行民事诉讼司法实践的衔接。
By analyzing the major viewpoints of the shareholder derivative litigation procedural prerequisite remedy organs , it is the opinion of this paper that after a company has entered into liquidation stage, in the event of the company suffers losses due to the illegal actions of other people; the shareholders can initiate shareholder derivative litigation after they have performed the principle of exhaustion of internal remedies. This paper also suggests the establishment of a system in which the liquidation committee is the shareholder derivative litigation procedural prerequisite remedy organ, so as to link up the theory of shareholder derivative litigation with the judiciary practice of the present civil actions in China.

【英语牛人团】

Answer 3

The current law on company went into liquidation phase after the shareholder representative litigation stipulated in" company law" of 152nd and" the Supreme People's Court on the application of ' people's Republic of China Company Law ' Several Provisions (two )" ( hereinafter referred to as the" company law" to explain the two ) the provisions of article twenty-third, unable to respond to in the judicial practice infringement of interests of liquidation.

This article through the analysis on the shareholder representative litigation procedures relief agency main viewpoint, think the company into liquidation phase after others illegal behavior cause losses to the company, the shareholders to perform all internal remedies can bring the shareholder representative litigation, recommended the establishment of the liquidation group as the shareholder representative litigation procedures relief agency system, in order to realize the shareholders representative litigation theory and China's current civil judicial practice to converge.

Answer 4

disputes shareholders.
This article through the analysis of shareholder lawsuit on behalf of the prepositional procedure relief the main ideas of the authority, think that the company into liquidation after implementation of illegal behavior stage others loss is caused to the company, the shareholders to perform best internal relief after principle may bring the shareholders, on behalf of his proposal to set up a liquidation group will be as a shareholder lawsuit on behalf of the prepositional procedure relief agencies, in order to realize the system on behalf of his shareholders in current civil lawsuit theory and the judicial practice of cohesion.

Answer 5

kji,yuki