The Prevention Mechanism Study Of Limited Liability Company Deadlock

Because of the characteristics of "Human nature" and "Capital nature" of limited liability company, it is widely used in today’s most popular company organization form by investors. At the same time, due to the constrained characteristics by resources integration that "stake majority principle" and "capital contribution may not withdraw principle" make people close co., LTD. In the event of conflict among the shareholders, is easier to cause the company deadlock, because of the number of shareholders less or exit difficult. Given to the lasting and strong destructive power of the company deadlock, and the negative effects brought by the company towards disintegration, it is necessary to actively explore the deadlock before preparing a predetermined agreement in order that people can have clear solutions when disputes occur, avoid the deadlock, or pattern in deadlock after the solution of the dispute. By using this agreement, in the end, the interests of individual shareholders to achieve the balance of the interests of the whole company can be achieved. This agreement is "the company’s articles of association".The company’s articles of association as the company’s "constitution", for the company’s governance and ownership structure framework plays a decisive role. If agreed in advance in the company’s articles of association of company deadlock problem preventive terms, on the chance of deadlock and generated after the solution of the problem plays an unparalleled efficiency, convenience and predictable role.So in combination with the practical situation of foreign experience and domestic to explore how the company’s articles of association rules for company deadlock prevention is a very important topic.The company’s articles of association as the company’s "constitution", for the company’s governance and ownership structure framework plays a decisive role. Both from the legal theory and from the economic principle to analyze a common conclusion:"if agreed in advance in the company’s articles of association of company deadlock problem preventive terms, on the chance of deadlock and generated after the solution of the problem plays an unparalleled efficiency, convenience and predictable role." So in combination with the practical situation of foreign experience and domestic to explore how the company’s articles of association rules for company deadlock prevention is a very important topic. The first part is the introduction. Through expound the background, research status, research significance and research methods, the author points out the innovation and shortcomings. And then the writer gives a brief introduction of the basic situation of the problem.The second part is the first chapter. Through the introduction of the situation of company deadlock in our country, the author reveals the deadlock problem and the important of preventing in advance by the Supreme Court case guidance as typical material.The third part is the second chapter. The author briefly describes the basic theory of company deadlock, and combines the case in the first part. Through analysis the causes of company deadlock by theories and economics models, the writer clarifies one thing:the company deadlock is a normal phenomenon in economic exchanges, which cannot be avoided. So that exploring the solution of the company deadlock is a valuable topic.The fourth part is the third chapter. The part expounds the theories related to the problems of the company deadlock. Also through the analysis of theories of law and the economic tools, the author determines that the articles of association can avoid the occurrence of company deadlock problem in some extent and can effectively reduce the harms brought by the deadlock.The fifth part is the fourth chapter. Combined with the above discussion, the part gives a detailed interpretation of the place should pay attention to the prevention of the articles of association and the ways which we suggest to do. Then the author thinks that we can improve and perfect the system of articles of association by these ways.The sixth part is the conclusion. Do a summary base on the mentioned above, by reasonable regulations, the company’s articles of association to establish the deadlock prevention system for solve the problem of corporate deadlock.