Research On The Limited-liability Company Deadlock In Contractual View

Nowadays, the company contract theory has become the mainstreamof the nature view about the company, the modern enterprise is acontract combination combined with the material capital owners,human capital owners, the workers of the enterprise, the enterprisecreditors stakeholders and so on. In any link of running, if someonedoes not keep the contract relationship reached or intentionallydestroy it, then the normal operation of the enterprise can beaffected. The author think that the company deadlock is one of thetypical examples, it usually refers to that once the contradictionbetween the shareholders or directors sharpings, which results inthe company’s decision mechanism invalid and operation mechanismcan’t normally operate leading to a long-term standstill. Obviously,the emergence of the company deadlock is because of someshareholders damaging the original contract between the shareholders——the expectation of gaining profits commonly. This viewreasonably gives causes of the company deadlock and the beneficialenlightenments of dissolve of the company deadlock, so in recentyears, many scholars in company law research the problem of companydeadlock in the perspective, open the new situation for the study of the theory of the company deadlock.China current "corporate law" provide the means of the judicialdissolution of to solve the company deadlock, but compare to foreigncountries of relatively mature relief mechanism, China rely too muchon judicial dissolution system in solving the problem of corporatedeadlock, and neglect of other remedies. In this paper, the authoranalysis the essence, causes and harm of the limited-liabilitycompany deadlock in basis of the perspective of contract, and howto break the deadlock and so on, finally puts forward to proposalsof perfecting Chinese relief system of the deadlock. I hope it canstrengthen maneuverability of solving the limited-liability companydeadlock problem in practice. Besides the introduction part and theconclusion part, this article is divided into four parts:The first part elaborates the emergence and development statusof the contract theory and the basic theory of the limited-liabilitycompany deadlock. In enterprise contract theory, this part mainlydiscusses the emergence and development status of contract theoryand the heritage and development to the contract theory by lawscholars, and the foundation theory of the limited-liability companydeadlock, which plays a good theoretical basis for expansion of the following analysis.The second part expounds the causes and harm of thelimited-liability company deadlock, which is divided into twosections. The first section firstly analysis causes of thelimited-liability company deadlock with the relevant contract theory,then gives personal causes and institutional causes; The secondsection firstly analysis harm produced by the limited-liabilitycompany deadlock, then describes its specific performance accordingto analysis the harm to staff, shareholders, creditors and otherstakeholders expansion.The third part mainly discusses the main methods of the foreigncompany deadlock problem to solve and on China’s beneficialenlightenment. It firstly described foreign main regulation methodsof corporate deadlock in detail, and then summarized enlightenmenton how to perfect the relief mechanism of company deadlock in China.The fourth part is the core part of the article, which discussesour country present situation of regulation on corporate deadlockand the perfection of relief system. The author at first analyzesthe problems in solving the corporate deadlock, includinglegislative loopholes in judicial dissolution, judicial disunity caused by legislative loopholes, neglecting the role of the articlesof association and the relief way single and the relief mechanismincomplete, then the author try to find effective ways to resolvethe limited-liability company deadlock in contractual perspective;The author thinks that, in the perspective of contract, the companydeadlock’s essence is destroying the relational contract and leadingto not achieving common expectation interests, so the companydeadlock belongs to the company internal affair. Private relieveshall give priorly, which includes articles of associationprevention, mediation and arbitration. However, when the partiesstill cannot relieve company deadlock after end the private aid force,and would bring the parties, company or the third person unavoidabledamage. The public aid force just have justified intervention reasonsand mainly show as the judicial relief, which is regarded "Rationalimplied consent". Finally the author puts forward to concretesuggestions about how to perfect our resolve mechanism of companydeadlock, of which focuses on the prevention system’s constructionof the articles of association, and introduce or improvement of otheralternative remedies.