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Conditions for shareholders to request the dissolution of the company

Article 183 of the "Company Law" stipulates that if a company encounters serious difficulties in its operation and management, and its continued existence will cause heavy losses to the interests of shareholders, and cannot be solved through other means, all shareholders holding the voting rights of the company shall More than 10% of the shareholders may petition the People's Court to dissolve the company. This article stipulates the litigation system for shareholders to request the dissolution of a company, and is also a way for the Company Law to protect the interests of small shareholders. However, it is not easy for shareholders to obtain a winning judgment from the court when applying this article to request the dissolution of the company. Therefore, when shareholders file a lawsuit to dissolve the company, they need to provide very sufficient evidence to prove that they meet the conditions for dissolution. \x0d\ 1. Serious difficulties occur in the company's operation and management \x0d\ Situations that meet this condition include: the company's affairs are in a deadlock, the company's internal decision-making and operation and management mechanisms are paralyzed, the shareholders' meeting or the board of directors are due to mutual confrontation between shareholders or directors , and cannot effectively convene or form effective resolutions, shareholders or directors abuse their rights and seriously deprive other shareholders of their legitimate interests, and the company's financial management or disposal is obviously improper, etc. Courts usually examine the company's true financial status. It is still unclear whether the company must be in a state of loss or serious loss as one of the conditions for dissolution, and the standards grasped by various courts are not entirely the same. The legislation on this point is not exactly the same in each country. \x0d\ 2. Continuing to exist will cause heavy losses to the interests of shareholders\x0d\ Regarding this point, it is difficult for shareholders to provide evidence to prove this point, and they mainly rely on the judge’s discretion. Because it is an estimate of the company's future development, the judge mainly judges possible future situations based on existing evidence. For example, the current unfulfilled contracts signed by the company, the status of similar contracts signed by the company that have been fulfilled, and the impact on the injured shareholders, etc. Judges will generally look at whether shareholders' investments will suffer major losses that should not have occurred or could have been avoided due to the continuous impairment of the company's assets. \x0d\ 3. It cannot be solved through other means\x0d\ According to the literal interpretation, this condition means that exhausting all other means cannot reverse the company's situation. It seems that shareholders should take other means as a prerequisite for requesting dissolution. However, when hearing such cases, the court does not mechanically require the injured shareholders to exhaust all other avenues before ruling on dissolution. Therefore, the judicial decision on this point remains inconclusive. \x0d\ In addition, the court will effectively examine the realistic possibility of resolving the company's management difficulties "through other means." The court needs to carry out necessary judicial mediation, find other ways to reverse the company's operation and management difficulties at the broadest level, and objectively evaluate the reality of other ways to solve the company's operation and management difficulties. Only when the company is truly unable to get out of the management deadlock and operating difficulties can the company be disbanded. \x0d\ 4. In addition, the court will also comprehensively consider the specific circumstances of the case to make a judgment. \x0d\ Specific procedures: \x0d\ The company's shareholders agree, set up a liquidation team and file it with the Industrial and Commercial Bureau, announce the creditors, liquidate the claims and debts 45 days after the written announcement, prepare a liquidation report and get it approved by the shareholders, and go to the industrial and commercial department for deregistration .