intermediate Unit 10

Dissolution and Liquidation Plan

Distress, Dissolution, and Liquidation

Facts

Two 50 percent shareholders can no longer agree on any business decision. The company has unpaid suppliers, incomplete accounting records, and no current lease. One shareholder wants immediate deregistration.

Questions

  1. What facts support judicial dissolution?
  2. What must happen before responsible deregistration?
  3. Who may face liability if assets and books disappear?

Hints

Separate deadlock, dissolution, liquidation, creditor notice, records, and deregistration. Do not skip liquidation just because the business has stopped trading.

Discussion Guide

Students should produce a sequence of steps. The discussion should emphasize that exit is a governance process with creditor-facing obligations.

Exercise sources

Linked resources

law Mainland China English version

Company Law of the People's Republic of China (2023 Revision)

中华人民共和国公司法

The core statute for Chinese companies, covering legal personality, registration, capital, corporate organs, directors' duties, state-invested companies, bonds, accounting, restructuring, dissolution, liquidation, and liability.

Authority
National People's Congress
Citation
Revised 29 December 2023; effective 1 July 2024
Date
2024-07-01
regulation Mainland China English summary

Administrative Regulation on the Registration of Market Entities

中华人民共和国市场主体登记管理条例

A unified registration framework for companies and other market entities, covering registered items, procedures, deregistration, and market-exit administration.

Authority
State Council
Citation
State Council Decree; effective 1 March 2022
Date
2022-03-01
case Mainland China Translation unavailable

Guiding Case No. 8: Lin Fangqing v. Changshu Kailai Industrial Co.

指导案例8号:林方清诉常熟市凯莱实业有限公司、戴小明公司解散纠纷案

A company dissolution dispute illustrating judicial intervention when shareholder deadlock and serious governance breakdown make continued operation difficult.

Authority
Supreme People's Court
Citation
Supreme People's Court Guiding Case No. 8
Date
2012-04-10
case Mainland China Translation unavailable

Guiding Case No. 9: Shanghai Cunliang Trading Co. v. Jiang Zhidong and Others

指导案例9号:上海存亮贸易有限公司诉蒋志东、王卫明等买卖合同纠纷案

A leading case on shareholders' liquidation obligations and creditor protection after a company is deregulated or loses its business license.

Authority
Supreme People's Court
Citation
Supreme People's Court Guiding Case No. 9
Date
2012-09-18