The dissolution of law firm

   Problem discussion

                                                     The decision to dissolve the power --

 

On January 23, 2004, General Secretary Hu Jintao made important instructions to the lawyer: "strengthening the team construction is to maintain justice, promote the main measures of governing the country according to law, is to adhere to the law enforcement for the people, to prevent the necessary guarantee of judicial corruption". At the same time, Premier Wen Jiabao indicated: "strengthening the team construction, is to implement the three representatives, realizing the service for the people, safeguard judicial justice, promote an important task of governing the country according to law."

General Secretary Hu Jintao and Wen Jiabao prime directive spirit, fully affirmed the importance of the lawyer system, "the rule of law, justice, prevent corruption, position is" effect is very big, heavy task. However, the social loss is the most serious. China lawyer status, property, simply can not afford so much, the lawyer is the risk one's head. In May 30, 2009, a court in a flash, a law firm was sentenced to death -- dissolved

The court why to dissolve the firm? The court has the right decision to dissolve the firm?

One, the property law firm

"Lawyers Law" under such a definition to the lawyer: "law firm is the organization of the lawyer." is lawyers to provide legal services for a client work unit or place this definition that the property is the law firm lawyers. Determine the attributes of a thing, should be based on the content rather than the form. "Lawyers Law" the provisions of the national law firm, individual, partnership in three forms, in national industry classification number is 742, the property is not for profit, non enterprise services for the purpose of the institutions of other countries, this is consistent with the world.

There is a misunderstanding, because American and other countries, are allowed to set up a company lawyer. China's "company law" from the outset, the company as a business, they mistakenly thought the law firm is the enterprise. But in the American, company is defined as the combination of capital contribution of shareholders, shareholders general association limited liability can be called the company. For the purpose of profit, in addition to the industry and commerce companies, charitable, religious, educational, scientific, cultural and other utilities can be set up for the company. USA lawyers may establish for the company, but not the enterprise, the company is a company.

Law firm, although not enterprises, but also a legal subject, it has the capacity and ability of responsibility. First of all, it is the life, the life from the inception of the formation, by the end of cancellation. Although it is by the law form, but it is not the law of accessories, but a non legal person independent life. It has its own name right, right of reputation, the right of honor, the right to life, the right to development. It's right to life, in addition to termination in accordance with the law, shall not be any illegal deprivation.

Secondly, it has its own capacity. Including signing capability, charge capacity, participate in various social activity ability and so on, which is decided by the decision-making body of law firm, the law firm name is implementing firm behavior.

Again, it is the responsibility of their own capabilities, able to take responsibility for their behavior, including civil liability and criminal liability. It will not only because the fault shall bear civil liability or subject to administrative penalties, will also because of crime and criminal responsibility.

"Lawyers Law" fiftieth stipulation: eight kinds of behavior law firm, will suffer from warnings to administrative punishment revoke the practising certificate. In the "measures" also provides for penalties for violations in the law firm lawyers association: the judicial administrative organs, in the process of investigating illegal acts of lawyers, law firms, the act constitutes a crime, shall be transferred to the relevant authorities, it shall be investigated for criminal responsibility according to law. Where the partners meeting to discuss the crime decision, should be criminalized units.

Two,Firms decide to dissolve

"Lawyers Law" article twenty-second (three): we decided to disband. A partnership law firm partner, is self decided to disband, the "articles of association" provisions conditions by.

"Relationship" and "articles of association" the partnership agreement  "Lawyers Law" provisions, "articles of association" is the basic document law firm. All major issues including the establishment, change, termination of the law firm conditions and procedures, liquidation and segmentation partners property, shall be clearly defined in the articles of association, established in accordance with the law "Regulations" have the binding partners. "Partnership agreement" only to partners and the relationship between the partners on how firms assume responsibility. If the "partnership agreement" and "articles of association" to the same content with different provisions, it should be to the "articles of association" shall prevail.

General provisions and special termsThe "articles of association" twenty-fifth: Partner Conference on "stop, stop, decide the firm dissolution and liquidation method." Must be approved by all 4/5 or more partners; "Regulations" article forty-second: partners agreed termination, and reach a written agreement, firms can be dissolved or terminated. Many matters specified in a clause in the clause as the former, called the general clause. Like the latter it on a certain issue special regulation, such provision is called special terms. Special terms than the general terms, priority should be given to the application. Accordingly, the dissolution, cancellation must be agreed, but also to reach a written agreement.

Three, The law firm lawyers administrative dissolution

The so-called administrative dissolution, administrative punishment law firm violated the law, regulations have been practising certificate. As early as 1996 Justice Department formulated "law firm registration management approach" in the provisions of article twenty-sixth: law firms in the inspection, was found with concealing the true situation, resort to deceit; forge, alter, sell, mortgage and transfer law firms practising certificate; registration of a major change, the provisions did not apply for registration of change has not; competitive behavior; violation of the financial system and accounting system; violation of regulations on the management fees and other acts in violation of laws, regulations and administrative rules, according to the circumstances may revoke the practising certificate.

"A partnership law firm management measures" provisions of article thirty-third of the two cases of dissolution shall be:

One, "the partner of less than three, and in three months failed to complete; second, law firms property is less than 100000, and in three months, failed to make up the" shall be dissolved. Although not explicitly how to dissolve. According to the problem of justice, both parties decided to dissolve, can not decide to disband, then by the judicial administration department shall revoke the practising certificate.

May 1, 2004 implementation of the "illegal acts of lawyers and law firms punishment measures" provisions of article tenth: if a law firm in punishment rectification, refuse to make corrections or to continue practicing in the rectification period; or to the judge, procurator, arbitrator or other relevant functionary; or law firms subject to criminal punishment; or other illegal acts, serious damage to the image of lawyers, to revoke the practising certificate punishment by the province, autonomous region, municipality directly under the central government, the judicial administrative organ.

The basic law "lawyer law" of our lawyer system, the core is the management method, the article twenty-second

(a) states: "the law firm can not maintain the legal establishment, after rectification still fail to meet the conditions," shall be terminated. The former refers to the "four conditions" Lawyers Law of the provisions of article fourteenth. Including: statutory partnership law firms with fewer than three people; assets of less than RMB 100000 (now 300000). How to determine the period of reorganization? In "a partnership law firm management measures" provisions of article thirty-third: to complete the number and make up the capital, both for three months. "Lawyers Law" will be three months to "rectification", because of less than the statutory conditions of establishment, the situation is complex, cannot make it rigidly uniform. Instead of rectification within a prescribed time limit, more flexible, the term shall be determined by the judicial administration department and law firms, and finally by the judicial administration department by executive order of law firm deadline for rectification.

(two) provides that: "the law firms practising certificate was revoked in accordance with the law," shall be terminated. "Lawyers Law" with fiftieth enumerates law firm if entrusted, charging fees in violation of the provisions; in violation of the provisions of the program to change its name, person in charge, the articles of association, partnership agreement, domicile, partners or any other major matters; engaged in business activities other than legal services; to defame other law firms, lawyers or pay the fee and other improper means to attract business; to accept the interest conflict cases in violation of provisions; refuse to fulfill the obligations of legal aid; to the judicial administrative organ to provide false materials or any other fraud behavior; the lawyer of the poor management, resulting in serious consequences. Article fifty-first also provides law firm due to violation of the provisions of this law, the punishment rectification after the expiration of two years, again subject to suspend production for rectification punishment; by the province, autonomous region, municipality directly under the central government, the judicial and administrative departments of revoking the firm's practicing certificate, a law firm shall terminate (dissolution).

In addition, the "measures" management registration law firm thirty-eighth rules: law firm fails to participate in the annual inspection, the judicial administrative department of the province, can direct law firm, is to decide the cancellation.

To sum up, firm disbanded only two kinds of situations: no fault -- decide to dissolve and fault -- administrative dissolution. "Lawyers Law" has been clearly put the dissolution of firm power granted to the judicial administration department, belongs to the executive power, but does not belong to the judicial power. The court how power decision to dissolve the firm?

(three), the provisions of the laws, administrative rules and regulations shall be other circumstances termination. The general terms why the last attribute "law, administrative regulations"? Lawmakers intentions, it is not prevent people misinterpret the law, abuse of power?

Four, one vote veto

Whenever there is "all agree", "agreed", "one hundred percent pass" and other provisions, in law are called "one vote veto", or "one vote veto". 'provisions of one vote veto', has important significance in reality.

First, in order to protect the legitimate rights and interests of the minority people in the organization, to prevent, form cliques, minority interest, violations of the legitimate rights and interests.

Second, to prevent the abuse of power. One is to prevent the abuse, with most oppressed minority, two is to prevent the abuse of power. As the five permanent members of the UN Security Council veto power.

Third, from the relationship between public power and private rights, as the "firewall device to public power intervention". Public intervention often is not a good thing. Especially officials abuse of power, corruption case, prevent public power intervention, it is a wise choice. Public intervention in private, generally speaking there are three conditions. One is the private right request; two is the privacy needs the intervention of the public power is no opportunity; three private "firewall device one vote veto". When the public know private "one vote veto", even if the request cannot be private, public power intervention. If the public does not know the right before the intervention, "one vote veto", and on the basis of private request intervention, intervention was found to have "one vote veto", should take the initiative to withdraw from the. Public intervention in private, but not active to passive, active, be careful not to negative can not, this is a principle. If forced to intervene, constitutes infringement of private rights. Therefore, the judicial dissolution law firm, is the power to infringe upon civil rights, but also commit a crime it knowingly.

If the "articles of association", only the minority is subordinate to the majority rule, instead of "special provisions on one vote veto". Is it right? Can with the majority opinion to dissolve the firm? In other words, Is it right? "Statutory one vote veto"?

"Law firm management measures" article fourteenth, Fifteenth rules: "articles of association" and "partnership agreement" is "not" conflict with the relevant laws, regulations, rules and regulations. So what is the relevant laws, regulations, rules and regulations? How to determine the scope and relevance?

"A partnership law firm is divided into general partnership and special general partnership in two forms the lawyer law", its legal basis is the 2006 revision of the "partnership enterprise law" 107th article: professional services non enterprise in accordance with the relevant laws to take the partnership, the partners shall bear the responsibility for the form, can apply the provisions on general partnerships partner special responsibility of this law. Therefore, "partnership enterprise law" is the "relevant laws". A partnership law firm is the "non enterprise private service institutions". "Partnership enterprise law" stipulates that the eighty-fifth partnership dissolution conditions there are general provisions six and a "lawyer law" consistent. These six conditions, can be divided into two categories. A class for solving a class of discretion for administrative dissolution. In the self decided to dissolve provides: partnership, the expiration of the time limit prescribed in the partnership agreement, the partners do not have four reasons a quorum for thirty days, the partnership purpose has been realized or cannot achieve, but must be agreed by all the partners "". This is the "one vote veto", called "the legal one vote veto" accordingly, whether "charter" has provided one vote veto, the dissolution of a partnership law firm, to apply "one vote veto", any one partner if willing to bear the responsibility, to the camp, the other partners have no right to oppose.

Five, the court's rights come from?

The court's rights come from? Dropped down from the sky? Of its own inherent? In fact, the courts and the law is not what two things. Their power was someone else's authorization, power of attorney from the parties authorized; the highest organ of state power and the power of the court from the national authorization.

Why can the lawyer of the parties to accept the authorization? Because the state granted the qualification as a lawyer and power, these powers are usually in a dormant state, and only after the parties authorized lawyers, activation of these powers, dormant power can become a reality of power, the exercise of powers of attorney. The court also is same, have only these functions, i.e. power capacity. Only after the national authorization, the dormant power into the reality of the power, to exercise jurisdiction. If the state is not granted this authority, or cancel this power, the court cannot exercise this power. To give only one example of the death penalty, see. The court has ruled deprive criminals of life functions, if the country had the death penalty in legislation, will be the power conferred on the court, the court has the power to sentence to death. If the country abolished the death penalty, the court has no power to sentenced to death. The former, dormant power into the reality of the power, the latter will real power to become dormant power. Thus, the power of the court is not a fall from the sky, nor is their inherent, awarded the highest organ of state power but the country. The court can only exercise the state authorized power, no power can not exercise the authority. Once granted, later recovered power, it can no longer exercise. If the criminal hooliganism, civil fact marriage. Countries have put the power conferred on the court, now the national abolition of hooliganism, deny the fact marriage, the court can not be convicted of hooliganism, asserting the fact marriage.

The country is also how the powers granted to the court? We are a country of law. The basic requirement of the rule of law is strictly according to law, first principles strictly according to law is the principle. Principle requires the power of law enforcement agencies must be from the legal specific grant, law enforcement agencies must be strictly in accordance with the law within the scope of duties, without legal authorization enforcement is ultra vires. The court is the law enforcement agencies, must adhere to the principle, according to the state laws expressly conferred power in accordance with the law, establish the constitution, the authority of the law, safeguard the uniformity and dignity of the socialist legal system. Adhere to the "law, the law, strict law enforcement, illegal". Adhere to the fair, open, justice, of which the most important is open, only the public, in order to ensure the fairness, justice. Disclosed is a transparent, only a few people know, the majority of people do not know, that is not open, opaque, will fall into the judicial mysticism. Justice will inevitably lead to the hegemony of mysticism, is the judicial corruption. Judicial corruption is the biggest corruption, the most fundamental corruption, is from the source of pollution, must lead to the entire river pollution.

Six, registration

Every lawsuit judicial relief, no relief, no right.. Any action because of the legitimate rights and interests are violated (has infringed, is violated, will damage). Although the Supreme People's Court published by 361 case, make people see things in a blur, but in the final analysis is infringement disputes. No infringement is without dispute, no disputes without litigation, litigation is the infringement of judicial relief. Litigation is a double-edged sword: "good treatment, not chaos, care selfless vast abuse". (",")

About the case, the judgement that: according to the "Civil Procedure Law" third article: "the people's courtHave the right toBetween citizens, legal persons, between the acceptance of other organizations and between the three of them, because the file property relationships and personal relationships between litigation".

This is not the original, but after "head to tail" (the so-called "head", is in the people's court behind plus "entitled" two words. "Tail" refers to remove the final conclusion of, one of the most important words:"Application of the provisions of this Law "),Would be quite different and have. This article is intended to provisions on the scope of "Civil Procedure Law", after this processing, into the "two whatevers" theory: any personal relations, property relations, the court has the right to initiate proceedings. Scope of application to the authority of the court.

There is a problem, the dissolution of the company not only have the personal relations and property relations, the court can not be accepted? The Standing Committee of the NPC and why in October 27, 2005, after ten years of experience, ten years experience, it seriously in the "company law" increased 183rd (the company dissolution proceeding). The Supreme People's court also made special explanation, not all make an unnecessary move. Two the highest organ of state power was feeling better, because they are not seen, thought of "Civil Procedure Law" article third is so magical.

Seven, Prosecution condition

The "Lawyers Law" only provides self decided to dissolve and administrative dissolution in two ways, no provision for judicial dissolution, of course it will be impossible to prosecute the conditions prescribed. According to the "company law" article 183rd we can only, its content is: "there are serious difficulties in the management of the company, its continued existence would make shareholders suffer heavy losses, cannot be solved by any other means, the holding company shareholder vote ten percent shareholder may request the people's court to dissolve the company", serious difficulties, a serious loss, can not solve, ten percent of four conditions. These four conditions are very harsh, "provisions of the Supreme People's Court on Issues Concerning Application of " (two) the first article on how to understand the serious difficulties, serious loss of explained. If as a reference, law firms may request the court to dissolve a does not have the conditions.

It is particularly worth mentioning is that, due to the "no company superior", through other ways to solve the problem of possibility is very small. Is it right? Superior mainly look at it without permission, management and punishment. A law firm has two superior. For the lawyers association, the individual lawyers, law firms' depending on the circumstances given sanctions', so lawyers association is the superior. Second, the judicial administrative organ is the real superior, the law firm has administrative licensing, management, supervision, inspection, penalties and other complete, not to share with others the rights. Can resolve the problems through administrative channels. So the "Lawyers Law" is not specified, there is no need to provisions of the proceedings and the prosecution condition dissolution law firm.

"The partnership agreement between the partners" is legal, legally binding on the partner. If the "partnership agreement" provides that: due to the implementation of this agreement or all disputes relating to this agreement, the partners shall be settled through friendly consultations, if no settlement can be reached, any one of the partners can be submitted to the judicial administration and coordination, or directly bring a lawsuit. According to this provision, negotiation is the precondition to sue or administrative mediation partner he agreed, legally binding on the partner. If, prior to the administrative mediation, administrative mediation should first. Administrative mediation can not solve the problem, and have a written opinion, we can bring a lawsuit. If the first lawsuit mediation, after drawing, only action, not mediation. The two is a parallel relationship, there is no priority issues.

It should be emphasized that this will not include dissolution litigation law firm.

Eight, who is the plaintiff, the defendant who is

"Company law" 183rd article: "holding company shareholder vote more than ten percent of the shareholders may be the plaintiff".

"Provisions of the Supreme People's Court on Issues Concerning Application of " (two) Fourth: the shareholders lodge a company dissolution lawsuit, should the company as the defendant.

Article fourth also provides that: if the chairman of the board of directors or other shareholders for the defendant, it shall notify its change. If you insist on not to change, the prosecution dismissed. If the company and other shareholders together as a defendant, should also notice the change, adhere to more, should also be the rejection of the other shareholders litigation.

Who is to represent the company responding? Of course, is the legal representative. If the legal representative and the plaintiff, but also on behalf of the company, the respondent, plaintiff and defendant, to one. Therefore, the legal representative is not as plaintiff.

However, the court of law firm dissolution and liquidation of the two case, is the director for the plaintiff, the defendant to the partner. Will say, according to the judicial interpretation, law firms, Shengting approval, even an dissolution, liquidation proceedings, shall be accepted by the intermediate court. The court hearing the case is completely illegal.

Nine, give way policy

"Give way" is the consistent policy and the fine tradition of our party. Company law judicial interpretation (2) fifth: "focus on Mediation" is to reflect the way policy. In this article: "the people's court hears a company dissolution litigation, should pay attention to the mediation", is to pay attention to, not the general. How mediation? The article, "by the company or shareholders, acquisition of the shares or the withdrawal of capital, the shareholders of the company by the company exit, or reduction of registered capital, the shareholders will withdraw, withdraw capital, but you cannot make the company's registered capital is less than the statutory amount. Can also be made of the plaintiff the transfer of shares to other people. Other people instead of the plaintiff to become the new shareholders, defusing contradictions, eliminate the shareholder's sense of crisis. Enable the company to survive, to continue to operate". This is the starting point and destination of mediation at. For the company to resolve the crisis, chances of survival, this is give way policy, instead of down at one stroke.

We'll come back to have a look of the court. In the trial of law firm dismisses a case, never once mediation. The reason, that is its purpose is completely unfair. Company dissolution litigation is to save face an impasse with the company, shareholder withdrawal way, enable the company to survive, to continue to operate, and dissolve the firm action, the purpose is to prohibit withdrawal and director, the normal law firm down at one stroke. It is not possible to mediate.

Ten, the legal basis for the judicial dissolution law firm

In our case, and acceptance of the reasons and conditions, Sue, who is who is the problem, pay attention to the mediation, one vote veto etc., should be said in the case, the case is not and the conclusions have been got a clear answer. The court simply have no right to accept, even no decision to dissolve the firm. The court in order to reach the purpose of forcibly disbanded law firm. The first step, the court took the firm as a partnership, (in the case and put it as the company). Its purpose is very clear, to bypass the "Lawyers Law". The "Lawyers Law" Chinese not lawyers, also don't tube law firm. Then, does not recognize the "one vote veto" and "legal veto".

Although the judgment itself according to the "partnership enterprise law" article eighty-fifth, however this did not like the "company law" as provided by article 183rd, procedure, decision to dissolve the partnership; and no provisions ruled dissolution conditions of partnership enterprises. The court cited the decision, it is, "have no relevance".

Eleven,Compulsory execution

Dissolution is the results of decisions, problems in the implementation of cancellation belongs to the judgment. How to perform it, the parties cannot execute themselves, can only apply to the court for enforcement. Who is the person applying for enforcement? Who is the person to be enforced? What is the standard execution?

Who is the implementation of the applicant? Nature is the plaintiff, the plaintiff is the director, then director of the person applying for enforcement

Who is the person to be enforced? Is a partner or a law firm? if the law firm for the person to be enforced, but the firm is the legal fiction of non legal entity, but it is not the case, the case could not be executed.

If a partner for execution, execution of what is the standard? The law can become the object of only two: physical and behavior. Is the act of a partner or partners property? Forced labor or thumbprint partner? Is the managing partner of personal property or family property? If the refusal to implement, Is it right? Criminal responsibility should be?

Lawyers are legal subject is not the thing, not a partnership property, nor to make their own behavior, so is unlikely to be the object of execution. A legal entity can not become another legal entity object. Implementation issues to dissolve the firm decision, it is a muddled account!

Twelve, the administrative organ shall not make specific administrative acts according to the verdict

If the court verdict as the basis, to the Department of justice for cancellation, not only make yourself into a quagmire, the Department of justice in a dilemma. Law firm is indeed the court decision was dissolved, should write off, don't write off is not respect the court's decision. But if you obey the court's decision, the decision to dissolve as the basis, the cancellation of the law firm, and registration belongs to administrative behavior, specifically in this way, the court verdict became executive specific administrative behaviors, it violates the legal provisions of our country: the administrative organ can only be based on the provisions of laws and administrative rules and regulations the specific administrative act. Even administrative verdict could only decide to cancel the original specific administrative act, requires agencies to undertake a specific administrative act, and not the judgement of the administrative organ to undertake a specific administrative act. Administrative judgment cannot become the administrative organ that has made the specific administrative act on the basis of, and civil judgment? To the left is not respect the court's decision, challenge the court's authority, the right is not respect the law, challenges the authority of law, is this not the Department of justice in a dilemma situation?

Theoretically speaking, this is not a standard two difficult proposition, make not difficult choice, needless to say, is the Department of justice, is that ordinary people will not choose the wrong, of course, choose to obey the law, safeguard the authority of law. The Constitution states that "all state organs must abide by the Constitution and the law, and all activities that violate the Constitution and laws, must be investigated. No organization or individual may be beyond the constitutional and legal privileges." The court also no exception. Since the court judgment can not be used as the administrative organ that has made the specific administrative act on the basis of the Provincial Justice Department only, choice of law. So the Department of justice at the hearing, solemnly declared solemnly, does not accept the court's decision, not according to the ruling dissolution and cancellation law firm. Set up the model of administration according to law.

In the face of judicial dissolution law firm as a real problem, in the judicial administrative organs and lawyers have caused a strong reaction, the vast majority of people think that the court has no right decision to dissolve the firm, only a handful of people think that the court have the right. Holding a pre view of people, mainly in the "Lawyers Law" article twenty-second as the basis. Holding the latter point of view, that the power of the court is not restricted. Bifurcation exactly these two views is "the power of the court, this proposition is come from where.". Before a view that the court must adhere to the principle of administrative legal relationship, follow the guidelines, the law does not expressly, the court can not accept, but not judgment. The latter view is that the court should follow the rule of civil legal relationship, as long as the law does not expressly prohibited, courts have jurisdiction to entertain and decision. I support the former view, is self-evident. We have paid the price, the price can't pay, not pay tuition fees, we must completely negate the judicial dissolution law firms behavior, clear boundaries of judicial power and administrative power, the law firm right to life no longer meaningless deprived, the tragedy will not happen, from a legal perspective, the Department of justice the decision is entirely correct. Not only has great realistic significance, but also has its profound historical significance.

Thirteen, barge "off duty theory"

The verdict is not mandatory, nor as administrative organ for cancellation on the basis of administrative permits. Then some people put forward the so-called "off duty theory". Said: "" management measures according to the law firm thirty-first provisions of the third paragraph: "- law firm in the liquidation within fifteen days after the end of the earth of a districted city or municipality directly under the central government, district (county) to submit application for deregistration, the liquidation report, the judicial administrative organ the practice license and other relevant materials, the issue after the examination opinions together with all the cancellation of registration materials, reported to the original examination and approval authority, go through the formalities for deregistration'. Accordingly, the cancellation of registration after the liquidation is completed to the judicial administrative organ, is a law firm obligations, without a partner meeting.

A law, interpret out of contextThe above cited only half a provision, hidden "law firm termination events occurred, liquidation in accordance with the relevant provisions of the disposal of assets, according to the segmentation of" the most important content, interpret out of context, bending the law. And with the provisions of the "should be" two words to compulsory..

Cancellation is a law firm obligations?Rights and obligations are the positive and negative, a coin has an obligation, there will be right; right, will also have the obligation to. It is the first duty, protect its rights, protect the life and property is not violated, the judicial administrative organ responsibility. The main duty of cancellation is a law firm, the corresponding rights can only be subject to judicial administrative organs, it as long as the exercise of administrative power on the line, why should apply to law firms, would not make an unnecessary move.

The lawyer firm to obligations  Law firm is a legal entity, have their own ability, the ability and the right however, it must implement a behavior, must have three conditions: first, must be approved by the partners' meeting (decision) decision; second, there must be a partner meeting authorized; three, must be lawful act. Law firm to perform write off duty, must also have these three conditions, are indispensable. A partner is to participate in the partners' meeting, said without holding a partners' meeting, it seems absurd.

Liquidation and cancellation  First of all, to distinguish between what is the nature of the liquidation. There are a variety of liquidation: liquidation, liquidation shall increase the new partner, bankruptcy liquidation, liquidation, dissolution and liquidation of nuclear production and once a year annual liquidation, and finally because no liquidation. Liquidation is a partner of rights, wanted to liquidate liquidation, don't have to write off?

Secondly, to be clear, there is no causality between liquidation and cancellation. Liquidation but is the partner to confirm a total of property ownership and segmentation. If the liquidation, partner willing to continue the partnership, or by some partners practicing, don't you? Don't write off is breaking the law?

This obligation is who prescribed? The Justice Department has the right to administrative regulations set the obligations of citizens? "Regulations of the people's Republic of China Constitution": Any citizen is entitled to rights under the Constitution and the law...... The constitutional and legal obligations and exercise. The obligations of citizenship can only be set by the Constitution and the laws, administrative regulations or the obligations set for the citizens?

Cancellation is right, not the obligation  Dissolution is the premise of no cancellation, disband cannot cancel; clearing additional condition is canceled, and there is no causal relationship between the cancellation. Registration is not compulsory, but law firm partner right, is the right. The legal attribute of a partnership law firm shall have the right to decide to cancel the registration or not, any person including the judicial administrative organ has no right to interfere.

Break a pane of glass, then there will be more window glass is broken. In order to make no repeat of the tragedy, the illegal behavior we must completely negate the decision to dissolve the firm.

 

 

 

 

 

 Author nameLiu BaoshengLawyer     Welcome to modify, criticism

Law No.110290130614           ID 330211194103070015

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