Firstly , some basic concepts are not clear , such as what is the status of the company under liquidation , how to define the action of the industrial - commercial authority ' s invalidation of the license of the company , whether or not the share holders can sue to disincorporate the company , is it legal to dissolve a company without liquidation , what is special liquidation , under what situation will a company be obliged to disincorporate , who will be responsible for liquidation after the dis incorporation , etc . secondly , some primary legislative principles about disincorporation and liquidation that are adopted in foreign countries are not established in china , such as a company must be liquidated before disincorporation except for acquisition , the company remains valid during the liquidation until it finishes the invalidation registration , an ordinary liquidation must be replaced by a special liquidation under the instruction of the court when there is an impediment or a fraud , the company should apply to the court for bankruptcy when it is found that its debt is over its asset during the liquidation , the number of people execute liquidation can be several or just one , companies applied for annulment shall be judged by the court and must be liquidated , etc . thirdly , china does n ' t have some of the fundamental rules that are specified in the laws of foreign countries , such as the rule of disincorporation registration , the rule that the company should sue to let the court judge for disincorporation if there is a deadlock between share holders , the rule of credit trade - off in special liquidation , the rule that people who execute the liquidation are jointly responsible for compensating the loss of the third party caused by their activities that are illegal or vicious , the rule of special liquidation , the rule of the representation of the people who execute the liquidation , the rule of the court supervising the liquidation in an inactive way , the rule of how long the accounts and documents should be kept after disincorporation , etc . because of the lack in research and legislation , the system for companies leaving the market is highly disorganized , which harmed the interest of the creditors and relevant people , increased the risk of market exchange , damaged the order of the market economy and the ethic of doing business , wasted the resources of the society , and impaired the authority and seriousness of the law 再次，国外立法上的一些基本制度我国没有，如解散登记制度，股东出现僵局诉请法院判决解散制度，特别清算中的债权协定制度，清算人因违法或恶意对第三人承担连带赔偿责任制度，司法特别清算制度，清算人的代表性制度，法院消极监督清算制度，帐薄及文件在公司解散后保存法定期限制度等。由于理论研究和立法的不足，造成了我国公司法人退出市场机制的严重混乱，损害了债权人和利害关系人的利益，增加了市场主体交易不安全感，破坏了市场经济秩序和商业道德，浪费了社会资源，削弱了法律的权威性和严肃性。文章认为，完善我国公司解散和清算制度，应借鉴和引进发达国家的法学理论和法律制度，统一我国有关解散和清算立法，在基本概念、基本原则、基本制度、基本程序诸方面进行统一规范，填补立法空白，创设法院解散公司制度，废除行政特别清算制度代之以司法特别清算制度，健全和严格违反清算规定的法律责任制度(包括民事责任，刑事责任，行政责任，改变现行行政处罚范围偏广，民事赔偿范围偏窄，刑事追究空白太多的不协调状况) ，从而构筑起科学的公司解散和清算制度，使之符合我国经济生活的客观需求，符合市场经济发展的基本方向，并与国外立法通例趋同。
