Case playback:

　　In 1997 December, A company and B company jointly funded the C automotive repair Co., established, equity ratio of 75%:25%. In December 18, 1997, C company held the first meeting of shareholders, and the election of the members of the board of directors. Then, in 2007 May held a provisional shareholders meeting, C company has not pursuant to the articles of association to convene the shareholders and the board of directors. Since 2000, C company has been closed, not carry out any business activity was decreasing year by year, the net assets. In 2004, B asked C to submit 2002, 2003 annual financial statements, obtain the support of the court. In 2007 April, B company to C company 25% of the shares transferred to A, but the two sides did not reach an agreement. In June the same year, B published a notice in the newspaper, to C company shares transfer to third people, no unit or individual is willing to transfer. In 2009 October, B company to the major loss to the shareholders interests by asking the court to order the C dissolution of a company. A company and C company, the articles of association of the company shall be specified in the dissolution of the company representing 2/3 or more of the voting rights of the shareholders in the shareholders will vote, B companies can not arbitrarily in C company and the development of space, solution not exhausted before, the abuse of judicial dissolution of corporation.

　　Intensive analysis:

　　In modern society, enterprise is a social and economic activities is the direct undertaker, the enterprise to maintain is the premise and foundation of the development of modern commercial transactions. The establishment and development of production and business activities, so that enterprises and other social members form a perplexing relationship, once the enterprise for some reason, dissolution, is bound to the investors, creditors or debtors, other stakeholders and the country will have a considerable negative effects. Therefore, enterprises need to strengthen the strategic management and risk prevention and control, enhance the entrepreneurial ability, as far as possible to ensure sustainable management. Once the business conditions change, should actively adopt reorganization, merger and acquisition methods adjust the direction of the business and management means, lengthens the enterprise life cycle. Even in the presence of the articles of association of the enterprise, the agreement should also causes for dissolution, dissolution of cautious, by shareholders a special resolution to amend the articles of association, and allow the shareholder withdrawal methods hold different views to the enterprise.

　　However, the ultimate goal is not the enterprise to maintain the existence of the enterprise, when the enterprise to maintain not conducive to enterprise development, shareholder rights and interests or public interests, the enterprise should according to the articles of association, the shareholder (big), authority decision, the administrative department for Industry and Commerce and the competent authority decides to dissolve the company. When the conflicts of interest between shareholders or power dispute has not eased through other channels, the basis for cooperation between each other has been completely lost, a certain number of shareholders through judicial dissolution of corporation.

　　In this case, C company continued for more than two years cannot hold the meeting of shareholders, board of directors, for many years has not conducted any business activities, net assets was decreasing year by year, has serious difficulties in operation and management of the company continues to exist, the interests of the shareholders will be subject to heavy loss. C B company holds ten percent or more of the voting rights of all the shareholders of the company in the shares, has been taken up by other methods can be adopted and can not solve the problem, can through legal channels to demand the dissolution of the company.

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