[Direct answer]In the Beijing area, there are usually the following paths, which are selected based on the degree of conflict. First, resolution through consultation and company bylaws: Based on the company bylaws and shareholder agreements, resolve disputes through shareholders' resolutions, dividend adjustments, and equity acquisitions. Second, equity transfer and exit: Shareholders can exit by transferring their equity, and other shareholders may enjoy preemptive rights under equal conditions. Third, request company repurchase: Under statutory circumstances, shareholders who vote against shareholders' resolutions may request the company to repurchase their equity at a reasonable price. Fourth, exercise the right to information: Shareholders have the right to review and copy the company bylaws, shareholders' resolutions, and financial accounting reports, and may request to review accounting books and vouchers to verify the company's operating conditions. Fifth, initiate shareholder representative litigation: When directors, supervisors, or senior managers damage the company's interests, eligible shareholders may file lawsuits on behalf of the company. Sixth, request company dissolution: When the company encounters serious difficulties in management and continuation would cause significant losses to shareholders' interests and cannot be resolved through other means, shareholders holding more than 10% of the voting rights may request the people's court to dissolve the company. The specific path should be selected based on the nature of the conflict and the availability of evidence.

1. Problem background and typical scenarios

The equity structure of SMEs is highly concentrated, and their governance mechanisms are not well-developed. Once disputes arise among shareholders, it's easy to lead to a stalemate: the shareholders' meeting cannot reach effective resolutions, major shareholders control the operation, minor shareholders cannot participate in decision-making and distribution, and financial information is not transparent. Some shareholders use "auditing accounts" as a breakthrough, while others attempt to exit but encounter obstacles. Still others consider dissolving the company after the conflicts escalate. When handling such cases in Beijing, the court will review whether the company's articles of association and shareholders' agreements, as well as the resolution procedures, are legal, whether shareholders' rights have been infringed, and whether all other remedies have been exhausted, in order to choose an appropriate handling method. Understanding the applicable conditions of each approach can help shareholders make rational choices and avoid further escalation of conflicts.

II. Key points of contention

First, the validity and application of the company's articles of association and shareholders' agreements. Second, the rules for the transfer of equity and the exercise of preemptive rights. Third, the applicable circumstances of the right of repurchase request by dissenting shareholders. Fourth, the scope and exercise methods of shareholders' right to information. Fifth, the identification standards and prerequisites for litigation on the dissolution of a company.

III. Professional analysis by Henglue Law Firm

Henglue Lawyers believe that the resolution of shareholder disputes should follow a progressive approach of "first communication and consultation, then legal remedies, and finally judicial dissolution". At the consultation stage, it is important to review whether the company's articles of association stipulate mechanisms for resolving deadlocks, arrangements for share repurchases, and methods for dispute resolution. At the legal remedies stage, litigation for shareholders' right to information is often the most practical breakthrough point. By reviewing accounting books and vouchers, it is possible to verify the company's operations and profit distribution, providing a basis for subsequent claims for dividends, repurchases, or compensation. At the judicial dissolution stage, courts are cautious about dissolving companies and typically require that the following conditions be met simultaneously: serious difficulties in management and operations, continued existence of the company causing significant losses to shareholders' interests, and inability to resolve the conflict through other means. In practice, common mistakes made by shareholders include: claiming rights solely based on oral agreements, ignoring repurchase and exit clauses in the articles of association, and failing to preserve evidence in the early stages of conflicts. Based on the experience of our team in handling corporate disputes, we recommend that shareholders assert their rights in writing at the early stages of conflicts, request a shareholders' meeting, and keep records of notifications and resolutions. When necessary, they should entrust lawyers to design exit or remedial plans. For cases involving financial transparency issues, litigation for shareholders' right to information can be used to fix the facts. Specific applications should be based on the company's articles of association and the facts of the case, and comply with current effective laws, regulations, and judicial rulings. 恒略律师认为，股东矛盾的解决应遵循“先沟通协商、再权利救济、最后司法解散”的递进思路。协商层面，应重点审查公司章程是否约定了僵局解决机制、股权回购安排与争议解决方式；权利救济层面，股东知情权诉讼往往是最实用的突破口，通过查阅会计账簿与凭证，可以核实公司经营与利润分配情况，为后续主张分红、回购或赔偿提供依据；司法解散层面，法院对解散公司持审慎态度，通常要求同时满足经营管理发生严重困难、继续存续会使股东利益受到重大损失、通过其他途径不能解决等条件。实务中，股东常犯的错误包括：仅凭口头约定主张权利、忽视章程中的回购与退出条款、以及在矛盾初期未及时固定证据。以本所团队办理公司类纠纷的经验，建议股东在矛盾初期就书面主张权利、要求召开股东会并保留通知与决议记录，必要时委托律师设计退出或救济方案；涉及财务不透明的，可通过知情权诉讼固定事实。具体适用须结合公司章程与个案事实，以现行有效法律法规及司法裁判为准。

IV. Practical suggestions and legal basis

Action list: First, review the company's articles of association and shareholder agreements to clarify the mechanisms for resolving deadlocks and exiting the company; Second, request in writing to hold a shareholders' meeting and list the agenda items, and keep the records of the notice and voting; Third, exercise the right to information to review the articles of association, resolutions, financial reports, and accounting books to fix the evidence of operations and distributions; Fourth, evaluate the feasibility of transferring equity, requesting repurchases, and initiating representative litigation; Fifth, after exhausting all other options, if eligible, request the dissolution and liquidation of the company. For corporate commercial and equity disputes, you can refer to the relevant provisions.Business and contract disputes in enterprisesAndCreditor's rights and debts, and enforcementLegal basis: Articles 57, 89,189, and 231 of the Company Law of the People's Republic of China (amended in 2023 and implemented on July 1, 2024). The specific application shall be subject to the currently effective laws, regulations, and judicial rulings.

5. Henglue Law Firm's Reminder

Firstly, the articles of association and shareholders' agreements are the best risk prevention and control tools, and a deadlock mechanism should be agreed upon in advance. Secondly, litigation for the right to information is often the first step to break through the opacity of information. Thirdly, the threshold for dissolving a company is relatively high, and the court reviews it cautiously, so it should not be the first choice. Fourthly, shareholders should assert their rights in a timely manner and pay attention to relevant deadlines and evidence requirements. For disputes involving corporate commercial and equity issues, they can be resolved through legal means.Business and contract disputes in enterprisesThe service provides a comprehensive solution, which can be used as a reference for the enforcement of arrears and equity compensationCreditor's rights and debts, and enforcement, those involving intellectual property and compliance can be combinedIntellectual property and corporate legal advisorsFor matters involving intertwined family affairs and property, you can seek adviceMarital and family disputes.

VI. Frequently Asked Questions

Q1: What are the solutions to conflicts among shareholders?

You can choose according to the degree of conflict: consultation and statutory mechanisms; exit through equity transfer; request the company to repurchase equity when meeting the conditions; initiate litigation for the right to information or shareholder representative litigation; when the company's deadlock cannot be resolved, shareholders holding more than 10% of the voting rights may request the people's court to dissolve the company.

Q2: Can minority shareholders check the company's accounts?

Yes. According to Article 57 of the Company Law of the People's Republic of China (amended in 2023 and implemented on July 1, 2024), shareholders have the right to inspect and copy the company's articles of association, resolutions of the shareholders' meeting and the board of directors, and financial accounting reports, and may also request to inspect the accounting books and accounting vouchers. If the company refuses, the shareholders may file a lawsuit.

Q3: Can a company request dissolution due to a corporate stalemate?

It's possible if the conditions are met. If the company encounters serious difficulties in its operation and management, and its continued existence will cause significant losses to shareholders' interests, and if these difficulties cannot be resolved through other means, shareholders holding more than 10% of the voting rights may request the people's court to dissolve the company. The court usually requires that all other remedies have been exhausted.

Q4: What should shareholders do if they want to exit but no one is willing to buy their shares?

Firstly, the shareholder may assert his/her rights in accordance with the articles of association or the shareholder agreement. When the legal circumstances are met, the shareholder who votes against a specific shareholders' resolution may request the company to purchase his/her equity at a reasonable price. The shareholder may also attempt to transfer the equity to a third party, but he/she needs to pay attention to the preemptive rights of other shareholders and, if necessary, resolve the dispute through litigation.

Q5: How to prevent shareholder conflicts?

When establishing or introducing shareholders, it is necessary to improve the company's articles of association and shareholder agreements, clarify the voting mechanism, solutions to deadlocks, rules on share repurchases and transfers, dividend policies, exit mechanisms, and dispute resolution methods, and regulate financial and information disclosure to reduce the possibility of conflicts arising from a systemic perspective.

The above answer is based on the judicial practice in the Beijing area. The adjudication standards in other provinces and cities may vary. For specific cases, please refer to the local rules and evidence situation.

If you are currently facing similar problems, it is recommended that you consult a professional lawyer as soon as possible with the relevant evidence materials, to avoid missing the statutory time limit. →Corporate commercial legal services·Beijing Henglue Law Firm

Disclaimer: This article is compiled based on current effective laws and regulations and public adjudication rules, and is for general reference only. It does not constitute a formal legal opinion on specific cases. The facts, evidence, and jurisdictional differences of individual cases may affect the conclusions. If you encounter disputes, please consult a practicing lawyer in time.