Supreme People's Court, Provisions on Several Issues Concerning the Application of the «PRC Company Law» (2)

最高人民法院关于适用《中华人民共和国公司法》若干问题的规定 (二)

July 09, 2008 | BY

clpstaff &clp articles &

Shareholder right to dissolve the company clarified.

Clp Reference: 2330/08.05.12 Promulgated: 2008-05-12 Effective: 2008-05-19

Promulgated: May 12 2008

Effective: May 19 2008

Main Contents: If a shareholder that alone or shareholders that in combination hold at least 10% of all the shareholder voting rights of a company institute(s) a legal action to dissolve the company for any of the reasons set forth below, and Article 183 of the Company Law is satisfied, the people's court shall accept the case:

(1) the company has been unable to call a shareholders' meeting or shareholders' general meeting for at least two years in succession and serious difficulties have arisen in its operations and management;

(2) when the shareholders vote, they have been unable to reach the statutory percentage or the percentage specified in the company's articles of association, making it impossible to pass a valid resolution of the shareholders' meeting or shareholders' general meeting for at least two years in succession, and serious difficulties have arisen in the company's operations and management;

(3) there has been a long-standing conflict between directors of the company that cannot be resolved by the shareholders' meeting or shareholders' general meeting and serious difficulties have arisen in the company's operations and management; or

(4) other serious difficulties have arisen in the company's operations and management and its continued existence would cause a material loss to the interests of the shareholders.

Related Legislation:PRC Company Law (Amended), Oct 27 2005, CLP 2005 No.10 p.21

clp reference:2330/08.05.12prc reference:法释 [2008] 6号promulgated:2008-05-12effective:2008-05-19

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