Beijing-based practice
Disputes over equity, control, capital contributions, the validity of resolutions and corporate debt often involve the articles of association, shareholder or board procedures, contribution records, corporate registration and the actual operating arrangements. The legal basis of the claim and the proper defendants can be identified only after determining the level at which the dispute arises.
Threshold questions
- The dispute involves a company, shareholder, director, senior officer or creditor.
- The articles of association, internal resolutions and actual operating arrangements may not be consistent.
- The temporal application of the current Company Law must be assessed by reference to when the relevant conduct occurred.
Common matters
- A dispute over capital contributions, equity transfers, information rights or profit distributions
- A challenge to the validity of shareholder or board resolutions or to arrangements for corporate control
- A need to assess whether shareholders, directors or other persons may bear responsibility for corporate debt
Typical process
- Confirm the company type, equity structure and applicable version of the articles of association.
- Reconstruct the facts relating to contributions, voting, resolutions and operational control.
- Distinguish internal corporate-governance issues from the company's liability in external transactions.
- Determine the applicable law and transitional rules by reference to the time of the relevant conduct.
Documents to prepare
- The articles of association, register of shareholders and corporate registration files
- Notices and resolutions of shareholder and board meetings
- Records of capital contributions, equity transfers and fund movements
- Materials concerning seals, licences, accounts and operational control
Boundaries and risks
- Corporate registration records are important evidence but may not reflect every actual arrangement.
- Standing, the proper defendants and the litigation objective may differ from one claim to another.
- The revised Company Law, effective from 1 July 2024, raises issues of temporal application.
- The Beijing location label does not by itself determine jurisdiction. The company's domicile, the nature of the dispute and any rules on exclusive jurisdiction must still be examined.
Primary sources
Lawyer and location information
Liu Mengyang is an attorney at Beijing Yunting Law Firm. Beijing identifies the location of his law firm and the geographic focus of this topic. Jurisdiction, case acceptance and the available procedural route still depend on the nature of the dispute, the parties' domiciles, place of performance, location of the subject matter and any dispute-resolution agreement.
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