Company deadlock, dissolution & liquidation
Separate operating deadlock, a shareholder exit, dissolution, liquidation and deregistration. Assess viability, the parties’ objectives and company debts before choosing a route.
Describe the deadlock, not just a wish to leave
Explain ownership, decision rules, blocked meetings or decisions, duration and business impact. Disagreement, falling profits and legal grounds for dissolution are separate questions.
Compare exit, agreement and dissolution
A transfer, buyout arrangement, governance change and dissolution have different requirements and costs. Review articles, agreements and shareholder positions; leaving a company is not automatically a judicial dissolution matter.
Account for debts, employees and records
List receivables, debts, tax matters, employees, open contracts, assets and custody of records. Stopping operations does not settle those issues; liquidation and deregistration must reflect the company’s actual position.
Produce a route and action list
Agree an ownership and decision map, deadlock record, debt inventory and routes to consider. Define negotiation, dissolution litigation, liquidation assistance and deregistration-related work separately.
Hong Kong, Macao or other cross-border factors
Identify each registered entity, document origin and asset location where Hong Kong/Macao shareholders, overseas parents or cross-border funds are involved. Mainland and Hong Kong/Macao company winding-up procedures are distinct.
Two questions to clarify
Does equal ownership automatically justify dissolution?
The percentage alone is not decisive. Assess actual decision barriers, business impact, articles and attempted remedies before considering the relevant grounds.
Does a stopped business still need winding-up work?
Check registration, procedural status, debts and open obligations. Inactivity, dissolution, liquidation and deregistration are different stages that require a company-specific assessment.
Scope and limitations
Shareholder disagreement or inactivity does not automatically establish grounds for judicial dissolution. Deregistration is not a promise of release from unresolved obligations.