Dissolution Dispute Involving a Manufacturing Company in Xiamen

Case Summary

The plaintiff, Xiamen-based Manufacturing Co., Ltd., was established in 2021 with registered capital of 500 ten thousand yuan. Shareholders Li and Zhang hold 50% and 50% of voting rights, respectively. Since its inception, serious conflicts have persisted between shareholders Li and Zhang regarding business direction, personnel appointments, and financial management. These disputes have escalated to the point where shareholder meetings have been unable to convene or pass any effective resolutions for an extended period. As a result, the company's operations have completely collapsed, preventing normal production and business activities. Company assets have continued to depreciate, and losses have grown significantly. Shareholder Li has made multiple attempts to resolve these conflicts through communication with Zhang but without success. Other remedies, such as share transfer or company buyback, have also proven ineffective. Consequently, the plaintiff filed a lawsuit requesting the court to order the dissolution of the defendant company.

Key Dispute

1.Has the company's management and operation encountered serious difficulties?

2.Can the dispute among shareholders not be resolved through other means?

3.Does the plaintiff's request to dissolve the company meet the statutory requirements?

Case Strategy

1.Secure core evidence including fixed company registration details, shareholder equity stakes, articles of association, minutes of shareholders' meetings, financial audit reports, loss data, communication records between parties, and documentation of conflicts.

2.Demonstrate that each shareholder holds 50% of the company's equity with equal voting rights, that serious conflicts have long existed among shareholders, resulting in the inability to convene shareholder meetings or pass any effective resolutions, and that the company's management and operations are completely paralyzed. This meets the statutory conditions under the Company Law for severe difficulties in corporate management and operation.

3.Demonstrate that the plaintiff has made multiple attempts to resolve conflicts with the company's shareholders, including through equity transfers and share repurchases, but all efforts have failed. The company's operational difficulties cannot be resolved through any other means.

4.Demonstrate that the company is continuously operating at a loss and assets are being dissipated. Failure to dissolve the company will cause further losses to shareholders and creditors, satisfying the statutory conditions for dissolution.

Processing Result

The court ruled to dissolve the defendant, Xiamen [Name] Manufacturing Co., Ltd.; the defendant shall bear all litigation and preservation costs.

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