Research On The Judicial Dissolution Of Limited Company's Deadlock

A limited liability company is an organization created by shareholders based on mutual trust and for profit.When there are conflicts and intensification between shareholders or directors of a limited liability company,it may cause serious difficulties in the company's operation and management and trigger the company's deadlock.Compared with stock limited liability companies,deadlocks are more likely to occur within a limited liability company.The reasons for their occurrence are mainly caused by the closed nature and personal cooperation of the limited liability company and the voting method of capital majority.Company deadlock can be divided into shareholders' meeting deadlock and board's deadlock,peer deadlock and non-peer deadlock according to the main body and reasons.In order to solve the corporate deadlock,Article 182 of China's "Company Law" stipulates the company's judicial dissolution system,which is also the only effective way to solve the corporate deadlock in China.However,due to the excessively ambiguous terms in this provision,the standards for judicial dissolution of limited liability companies in judicial practice are quite different.Specifically,the "Severe Difficulties in the Operation and Management of Companies" in Article 182 of the "Company Law" is unclear,resulting in differences in the standards determined by the Supreme People's Court and local people's courts at all levels.In "Continuing to survive will cause significant losses to shareholders' interests",it is unclear whether the "shareholders' interests" refer to "individual shareholders' interests" or "all shareholders' interests".In addition,there is no corresponding provision on the standard of "significant loss".Whether the clause "cannot be resolved by other means" is a guiding clause or a pre-provision,there are different opinions in judicial practice.The specific types of “other channels” “Judicial Interpretation of Company Law(2)” once listed “other methods”,but the listed methods such as mediation,equity acquisition,and capital reduction cannot effectively resolve the internal contradictions of the company.Need improvement.By studying the judicial dissolution system of companies in the relevant countries of the Anglo-American legal system and the civil law system,we can learn from the judicial dissolution system and its alternative measures.Specifically,the resolution of corporate deadlock in relevant foreign countries does not only rely on the company 's judicialdissolution system.For example,in the United States and the United States,the United States 'remedies for corporate deadlock are divided into“ pre-event ”and“ post-event ”relief.It was agreed in advance in the company's articles of association that the post-relief refers to the judicial dissolution system and other alternative measures such as the mandatory equity acquisition system,seeking third-party solutions,and direct judgments;the judicial dissolution system in the United Kingdom is called "justice and equitable liquidation",and The United Kingdom has also established an "unfair damage system" to replace and resolve corporate deadlocks.In terms of the civil law system,the German judicial dissolution system is more complete,and according to different types of companies,the corresponding judicial dissolution regulations have been set up.In addition,in order to alleviate the shortcomings of the judicial system being too "severe",Germany has set up alternative measures such as delisting system and exit right to solve the deadlock of companies;in Japan,there are two types of judicial dissolution system,namely,dissolution order and dissolution judgment,which are applicable to Different situations.When applying judicial dissolution in China,we should adopt a prudent attitude and not easily force the dissolution of companies,especially companies that are operating normally and are profitable.In order to make up for the shortcomings of Article 5 of the "Judicial Interpretation of the Company Law(2)",the standard of "serious difficulties in operation and management" should be clarified first,that is,whether the company constitutes serious difficulties in operation and management should be determined by whether the internal management of the company is paralyzed and Whether or not sex is destroyed is the main basis for judgment.At the same time,we should also pay attention to the actual operating conditions outside the company.In particular,we should maintain a cautious attitude when dealing with companies that are normally operating or even profitable.Secondly,it is clear that the "shareholders 'interest" refers to the "all shareholders' interests" and "significant losses" standards should be combined with the company's actual operating conditions for comprehensive judgment.Finally,in terms of “other ways”,on the one hand,it is possible to introduce a compulsory equity acquisition system in the United States,which gives the court compulsory power in the process of equity transfer and strengthens the court 's power in the equity acquisition process;on the other hand,it can introduce Delisting measures,byremoving the "centrifugal shareholders" in the company,to achieve the purpose of maintaining the company's survival and solving the company's deadlock.