There is a lot of trouble between shareholders, the normal work cannot be promoted, and the board of directors of the shareholders' meeting cannot pass a resolution. One party wants to audit the accounts and the other party wants to dissolve. These are all headaches for shareholders, which belong to the legal company deadlock. The harm of company deadlock is obvious at a glance, that is, the company's machines can't turn around. How to avoid this situation?
1. Don't confront each other on the ownership structure.
50%, 50%, 50%, 40%, 10%, or 40%, 40% and 20% that are easy to form alliances should be avoided. Tell the truth, the equity is like this, it is better to get an absolute controlling shareholder.
2. Make the final decision.
As long as the terms in the shareholders' agreement do not violate the law, there is a lot of room for free play. For example, when there are multiple shareholders, everyone can reach an agreement in advance. When something is deadlocked, the opinions of some shareholders are the final opinions. It's a bit like the inner relationship between people acting in concert. Of course, in order to avoid abuse, it is also necessary to stipulate on which matters the person who has the final decision has the right to speak; And the need to bear responsibility when there is obvious fault.
3. Acquisition and exit.
It can be agreed that in the case of company deadlock, major shareholders have the right to forcibly acquire the equity of dissenting shareholders at a certain price. Assuming that two consecutive general meetings of shareholders or the board of directors fail to reach a resolution on major issues, the controlling shareholder of the company has the right to acquire the equity of the dissenting shareholder. As for the purchase price, you can entrust an independent third party in the market to evaluate it; It can also be determined by the agreed stock price calculation method.
You can also agree to bid, that is, "if you can't continue, it's either you or me", and the highest bidder will continue to operate the company and get the equity of the other party, so at least the company can continue to operate. You can also see if you can introduce a third party to increase capital or intervene (or even transfer control to a third party) to solve it.
Frequently asked questions:
After repeated communication and consultation, it still doesn't work. Can I sue directly? Yes, the lawsuit of dissolving the company is not easy to fight, and the court is cautious about it. It is not that there are contradictions between shareholders, and the company can be dissolved if it loses money. The court will hold that if there is a contradiction between shareholders, one shareholder can file a lawsuit on the dispute over the right to claim dividends and the right to know.
So, under what circumstances is it easy to be dissolved by the court?
These situations: the company has serious difficulties in operation, the shareholders' meeting and the board of directors are deadlocked, and the daily operation is paralyzed; The company cannot pay dividends; One party encroaches on the seal and license of the company; All parties have tried to eliminate contradictions through share purchase, company division and repeated communication, but all of them have no effect, and so on.
The details are quite complicated. Just entrust a lawyer to handle it. As long as you know the dissolution proceedings, shareholders who individually or collectively hold more than 0/0% of the voting rights of all shareholders of the company can be the plaintiffs; The defendant is a company. Other shareholders participated in the lawsuit as the third party.
Dissolution is so troublesome, then let's liquidate the company. Dissolution and liquidation are two different legal procedures.