The Study Of Remedies Of Limited Liability Corporation Deadlock

Corporation deadlock is a situation of corporation management dysfunction and operation backwater which caused by the contradictions between shareholders or directors. Corporation deadlock happened in Limited Liability Corporation frequently because it has intensive individuality and seclusion, and shareholders exit it more difficult. Once the deadlock happened, the council of shareholders and directors can not work, the normal operation decisions can not be made and the management of corporation will dysfunction. If the problem can not be solved quickly, it may lead to the loss of corporation assets and the wastage of shareholders and creditors, rights; even it will trigger social problems.Although corporation deadlock happens in Limited Liability Corporation frequently, the remedies of it in our country is still has many defects. From the view of legislation, although clause 183 of China current Corporation Law sets the judicial dissolution of corporation deadlock and remedied the gap of legislation, it still has some problems in practice, such as applications vague and remedies absence. From the view of judicial practice, when deal with cases about corporation deadlock, the judge, attitude is more conservative, they work hard for keep the corporation exist. At the same time, the individuality and seclusion of Limited Liability Corporation also made some self-remedies lose effects. Because of these, the study of how to improve the remedies of Limited Liability Corporation deadlock has important meanings.This article starts with a real case, analyses the connotation and damages of corporation deadlock, self-remedies and judicial remedies of corporation deadlock in China Corporation Law, and the measures of how to improve the remedies of Limited Liability Corporation deadlock. The article has four parts.Part one: The fact and judgment of case. This part introduced a corporation deadlock case, pointed out the problems of remedies of Limited Liability Corporation deadlock in our Corporation Law from the different judgments of two courts with one case.Part two: The overview of Limited Liability Corporation deadlock. It includes three questions. First is the connotation and forms of corporation deadlock. Second is the reasons of corporation deadlock which contain the specific of Limited Liability Corporation, the principle of Corporation Law and the short of internal remedies. The last is the damages of corporation deadlock which contain the damages to corporation itself, the shareholders and other relevance subjects.Part three: Self-remedies of corporation deadlock. This part introduced three issues. First, self-remedies in China current Corporation Law. Second, how to improve self-remedies of corporation deadlock in our country. It mainly introduced the meaning and roles of corporation constitution and its effects of improving self-remedies of corporation deadlock. Third, the measures of improving self-remedies of corporation deadlock which contain arbitration, agreement of stock rights negotiation and voluntariness dissolution.Part four: judicial remedies of corporation deadlock. It also analyses three questions. One is the rationality of judicial remedies. Other is judicial dissolution in China Corporation Law. It includes the actuality, the problems and the mends of our judicial dissolution. The last is the methods of mending judicial remedies of corporation deadlock, elaborated the applications and feasibility of mandatory share purchase, forced corporation separation and third party taking over in our country.