Limited Liability Company Impasse Relief System Study

This paper is focused on the core issue of resolution to the company deadlock. With taking the new amendments of the Corporation Law into consideration, the dissertation analyses the theory of corporation deadlock in western countries, and brings forward alternative solution mechanisms for corporation deadlock.Following a common way of studying problems-- asking questions, studying problems, and resolving problems, this paper is divided into several parts:Chapter one is an introductive chapter, which defines the concept of corporation deadlock, the basic forms of corporation deadlock, so as to make the whole paper be clear in logic.Chapter Two discusses the theory and the practice about breaking the limited liability corporate deadlock in western countries. This part mainly introduces the theory of breaking the corporate deadlock overseas, such as the theory of social responsibility of corporation, the contract theory of corporation and the theory of fails of anticipation benefits. This part also introduces the legislations on handling the corporate deadlock in US and Germany. Our country can learn from all these theories and legislations.Chapter Three and Chapter Four are the main body of the paper. They mainly discuss the remedy mechanisms for breaking deadlock, which can be divided into self-remedy and judicial remedy. Shareholders self-remedy involves stipulation in articles of corporation charter, mediation and arbitration clause. The judicial remedy includes judicial dissolution and other alternative judicial remedies. Alternative judicial remedies are more popular in practice nowadays as it tries to maintain a company's survival value, which include mandatory share buy-out, appointing the corporate supervisor, provisional director, corporate receiver, etc.In Chapter Five, the paper analyses the legal measure of corporation deadlock in China. Firstly, it introduces the cases of corporation deadlock in China and the problems in China. Then the thesis discusses the problems when applying article 183 of the Corporation Law in legal practice. After that, it put forward several suggestions of improving the corporation deadlock of our country.