In the course of company operation, conflicts between shareholders are very common. Customers often consult our team lawyers and say, "If it can't be solved, I will dissolve the company". It is not so easy to dissolve the company, especially when there are already contradictions between shareholders.
Under what circumstances will the court decide to dissolve the company after the lawsuit goes to court?
(1) The company has been unable to convene the shareholders' meeting or shareholders' meeting for more than two consecutive years, resulting in serious difficulties in the company's operation and management.
(2) Shareholders fail to reach the proportion stipulated by law or the articles of association when voting, and the shareholders' meeting or shareholders' meeting for more than two years cannot make effective resolutions, resulting in serious difficulties in the operation and management of the company.
(3) The directors of the company have long-term conflicts, which cannot be resolved through the shareholders' meeting or shareholders' meeting, and the company's operation and management have serious difficulties.
(4) There are other serious difficulties in operation and management, and the continued existence of the company will cause great losses to the interests of shareholders.
Legal interpretation:
The first three items, translated into vernacular, are: shareholders cannot convene shareholders' meetings and make effective resolutions; The long-term conflict between directors prevented the formation of a resolution of the board of directors. In short, the contradiction between shareholders and directors is irreconcilable.
So, what is the specific performance of Article 4? By extracting cases, let's take a look at the judge's thinking:
1. The company has ceased to operate and cannot pay dividends.
2. The original intention of setting up a company by investment cannot be realized.
3. Disputes between shareholders, such as one party occupying the company's license for a long time and refusing to return it, or conflicts between the two parties.
4. The exit mechanism is locked. If one party wants to sell the equity, it can't sell it, and it can't transfer the equity.
5. The parties have negotiated, or a third party has intervened in mediation, but they still cannot reach an agreement.
6. A series of lawsuits, especially many lawsuits, have taken place between shareholders.
If the above situation is met, the court will think that "the continued existence of the company will cause great losses to the interests of shareholders", and then support the dissolution with great probability.
Other frequently asked questions:
Who can mention the dissolution of the company? Shareholders who individually or collectively hold all shareholders of the company 10% or more voting rights.
Sue the company or shareholders? When a shareholder brings a lawsuit to dissolve the company, it shall take the company as the defendant. Other shareholders can be plaintiffs or third parties.
Is it okay to ask for dissolution on the grounds that other shareholders' right to know is damaged, or the company does not pay dividends and the company continues to lose money? When a shareholder brings a lawsuit to dissolve the company, it shall take the company as the defendant. Other shareholders can be plaintiffs or third parties.
Ask for dissolution and liquidation at the same time, okay? No After the court decides to dissolve the company, it may organize liquidation on its own or apply to the court for liquidation.