On The Research Of Judicial Relief Institution Of Deadlocked Limited Liability Company

Company as a form of business organization plays an irreplaceable role in economic prosperity, but in practice there are also some disharmony with the expectancy, company deadlock, which is called the suicide of a company, is one of these. It stops a company from normal functioning and operation, it brings sustaining loses to the company property, lowers debt tendering capacity, which causes the company to suffer from substantial damages. Not only the shareholders fail to enjoy the yield, but the interests of company's debtor, the management and employee could not get secured. Therefore, it's a realistic issue in front of us to explore the reason of corporate deadlock and to seek for a solution in the corporation's legislation and judicial practices.Though joint stock limited company might confront company deadlock occasionally, the existence of public market could help the shareholders to get rid of the company by trading off their shares. On the contrary, because of the closely-held operation and personal trust in a limited liability company, transfer of shares is restricted by law or articles of association procedurally or substantially, thus company internal conflicts frequently lead to company deadlock in limited liability company. This article contemplates the corporation deadlock of limited liability company, by reasonable analysis on judicial relief institution and comparison of foreign related mature legislation, to bring some new thoughts on the current applicable Chinese judicial relief institution of limited liability company deadlock.This article consists of four chapters.Chapter I is the summary of corporation deadlock. This chapter explains the meaning of corporation deadlock, introduces the classification and exterior manifestation and internal reason of the formation of corporation deadlock in limited liability company.Chapter II is the determination of corporation deadlock of limited liability company. Though there are various definitions of corporation deadlock, most of which are summary of exterior performance of corporation deadlock and could not help us to determine the existence of a deadlock. This chapter provides three criteria to judge whether a deadlock exists.Chapter III is the theoretical exploration on the judicial relief of corporate deadlock. Corporation contractual theory, shareholders'reasonable expectation and fiduciary duties between shareholders allow the modest judicial intervene in the corporate deadlock.Chapter IV is the means of judicial relief on limited liability company deadlock in our country. This chapter discusses several possible judicial solutions of corporation deadlock. In addition to judicial dissolution, share buy-out and judicial corporation division are the alternative choices to solve deadlock in limited liability company.