Delta Law Expat Services Desk ｜ Shanghai High People's Court 上海市高级人民法院, typical case batch released 2026-03-31
- Case name 案例名称：徐某诉庚某公司等公司解散纠纷案 (company dissolution dispute brought by the surviving spouse of a deceased German shareholder)
- Case number 案例编号：上海市高级人民法院《涉外、涉港澳台商事海事审判典型案例（2023—2025）》案例十四，2026 年 3 月 31 日发布，本次发布 15 件
- Effective judgment 生效裁判：官方发布文本未载明案号；官方载明审理法院为上海市浦东新区人民法院，以调解结案
- Keywords 关键词：官方发布文本未单设关键词栏；官方案例标题载明「让合作“好聚也好散” 促外资“愿来也愿留”」
- Provisions cited officially 官方载明的相关法条：官方发布文本未载明条号
- Why this case 为什么选它：『合伙人走了，公司停了，营业执照和公章都不在自己人手上——我是继承人，接下来该干什么？』外籍创业者在华的合资公司，最脆弱的一天往往不是亏钱那天。
1. The facts as officially published 基本案情
庚某公司系由德国籍股东在中国投资设立的外商合资企业，成立于2015年1月16日，股东M*任执行董事、法定代表人，股东R*任监事，持股比例各50%，由M*负责公司日常运营。企业经营软件和信息技术，发展前景良好。但2021年10月，股东M*去世，公司一度陷入停滞，证照、公章也被案外人所掌控。徐某作为M*的配偶、法定继承人，本不熟悉公司业务，蒙生解散公司之意，另一股东R*则有意由自己接管继续经营，双方由此产生矛盾，围绕股东资格确认、变更公司登记、公司债权债务等一系列纠纷诉诸法院。
The company was a Chinese-foreign joint venture established in China by German shareholders on 2015-01-16. One shareholder served as executive director and legal representative, the other as supervisor, each holding fifty per cent, with the first running day-to-day operations. The business was software and information technology and its prospects were good. In 2021-10 the operating shareholder died; the company stalled, and its licence and company seal came under the control of persons outside the case. The surviving spouse and statutory heir, unfamiliar with the business, formed the intention of dissolving the company, while the other shareholder wished to take over and continue it. Conflict followed, and a series of disputes over confirmation of shareholder status, change of company registration and the company's debts and receivables came before the court.
Unofficial translation; the Chinese text as officially published prevails.
Read that sequence as a failure cascade rather than as a story. A two-shareholder company with an even split has no tie-breaker. M*, the executive director and legal representative, also ran the day-to-day business — the official release records 「股东M*任执行董事、法定代表人」 and 「由M*负责公司日常运营」. When that person died, the company lost its decision-making organ, its operations and — because the licence and seal were held elsewhere — its ability to act at all. Everything that followed was downstream of a governance structure that had no answer to the death of one of two people.
The heir's position is worth naming precisely. The surviving spouse was not a shareholder yet in any practical sense, but a person who had to establish that status, recover the company's documents, and then decide what to do — three separate problems that arrived at once, in a language and a legal system that were not the heir's own.
2. The official holding 裁判要旨（官方原文）
本案系一起与涉外继承相关的外商合资企业解散纠纷，兼具“家事”和“商事”特点。上海市浦东新区人民法院依托“涉外商事一站式争议解决中心”，联合专业涉外商事调解机构组成“商事法官+商事调解员”调解团，协同推动调解。聚焦公司“散或不散”、投资“留与不留”的二选一问题，设计了以退股减资代替解散的调解方案，解当事人亲人离世、旧友对簿、公司经营异常之困，助各方得其所愿。
The published note describes a dissolution dispute over a Chinese-foreign joint venture connected with a foreign-related succession, having both family and commercial features. The Pudong New Area People's Court, working through a one-stop foreign-related commercial dispute resolution centre and with a professional mediation body, formed a team of commercial judges and commercial mediators. Rather than accept the binary of dissolve or continue, they designed a settlement in which the exiting shareholder withdrew through a capital reduction.
Unofficial translation; the Chinese text as officially published prevails.
调解协议签订后，法院持续关注协议履行情况，指引徐某及时办理退股税费结算，督促庚某公司依法完成减资程序和工商变更登记，确保实现案结事了。最终，各方均完全履行协议义务，撤回了全部在诉案件，解除了相互保全措施。庚某公司由原外商合资企业转变为R*独资的外商独资企业，现已恢复正常经营。
本案以东方智慧融亲情友情于法、贯家事商事以和，创设性达成以退股减资的调解方案代替公司“散或不散”的两难抉择，让想退出者顺利退出、想经营者继续经营……
After the settlement was signed the court followed performance, directing the heir to complete the tax settlement on the withdrawal and pressing the company to complete the capital reduction procedure and the registry change. All parties performed in full, withdrew every pending case and released the preservation measures against each other. The company changed from a Chinese-foreign joint venture into a wholly foreign-owned enterprise held by the remaining shareholder, and resumed normal operation.
Unofficial translation; the Chinese text as officially published prevails.
The settlement solved four problems at once: it valued and paid out the exiting interest, it kept the business alive, it cleared the pending litigation, and it converted the company into a form with a single owner and therefore no deadlock. The published account also records two follow-through steps that are easy to underestimate — the tax settlement on exit and the completion of the reduction and registry change.
There is a wider planning point here for foreign nationals holding Chinese company interests. A Chinese equity stake is an asset that cannot be dealt with by a foreign will alone: succession to it has to be established in a way the company and the registry will accept, and that process takes time during which the business may be unable to act. Two low-cost measures reduce the exposure considerably. The first is a governance fix: appoint more than one person capable of binding the company, and keep the articles, the seal custody arrangements and the registered contact details current. The second is a documentary fix: keep the shareholders' agreement, the articles, the capital contribution evidence and the registry extract in a place the family can reach, together with a note of who the company's advisers are.
Neither measure requires a restructuring, and both are the kind of thing that is easy to arrange while the founders are working together and effectively impossible to arrange afterwards.
3. Practical guidance 律师实务提示
Read your articles today, not after a death. 《中华人民共和国公司法》第九十条 provides that on the death of an individual shareholder the lawful heirs may succeed to shareholder status unless the articles provide otherwise. That default is a starting point, not a plan: it puts an heir who may have no interest in the business into a company alongside a partner who does. If the founders want a buy-out at a formula price instead, the articles are where that is written, and they can be amended while everyone is alive and agreeing.
Cost the reduction route before you promise it. 《中华人民共和国公司法》第二百二十四条 requires a balance sheet and asset list; notice to creditors within ten days of the shareholders' resolution and publication within thirty days; and creditors may demand payment or security within thirty days of notice, or forty-five days of publication where they were not notified. The third paragraph is the one that makes a targeted reduction possible at all: a reduction must ordinarily be pro rata, except where law provides otherwise, all shareholders of a limited liability company agree otherwise, or a joint stock company's articles provide otherwise. So a one-shareholder exit by reduction depends on unanimity, and unanimity is what a settlement is for.
Fix the corporate will before choosing an outcome. Where the licence and seal are not in the company's hands, no resolution can validly be passed and no filing made — the official release records that in 本案 「证照、公章也被案外人所掌控」. Recovery of those items, and appointment of a person able to act, come before any argument about dissolving.
Budget the exit tax and the filings. The official release records that 该案 the court directed the exiting party to 「及时办理退股税费结算」 and pressed the company to 「依法完成减资程序和工商变更登记」. Treat both as conditions of payment in the settlement, subject to the current published requirements of the accepting authority.
4. What this means in your situation 把要点落到你的处境
第九十条 自然人股东死亡后，其合法继承人可以继承股东资格；但是，公司章程另有规定的除外。
第二百二十四条 公司减少注册资本，应当编制资产负债表及财产清单。
公司应当自股东会作出减少注册资本决议之日起十日内通知债权人，并于三十日内在报纸上或者国家企业信用信息公示系统公告。债权人自接到通知之日起三十日内，未接到通知的自公告之日起四十五日内，有权要求公司清偿债务或者提供相应的担保。
Article 90: on the death of an individual shareholder the lawful heirs may succeed to shareholder status, unless the articles of association provide otherwise. Article 224: a company reducing its registered capital must prepare a balance sheet and an inventory of assets; it must notify creditors within ten days of the shareholders' resolution and publish notice within thirty days in a newspaper or on the national enterprise credit information system; creditors may require payment or security within thirty days of receiving notice, or within forty-five days of publication if they were not notified.
Unofficial translation; the Chinese text as officially published prevails.
A timing note before the table. The company was established in 2015-01-16 and the shareholder died in 2021-10, both before the current Company Law took effect on 2024-07-01. The two articles quoted above are set out as current rules, not as the basis on which this matter was decided; 本案审理时适用的公司法版本以裁判文书为准。
| What the official release holds | What it controls procedurally | What it means for you |
|---|---|---|
| A capital reduction replaced dissolution | Whether the company survives the exit | Dissolution is not the only way out of a deadlocked joint venture |
| The licence and seal were held outside the company | Whether any corporate act is possible | Recover the documents before negotiating the outcome |
| The court directed a tax settlement on withdrawal | What must happen before the exit closes | Price the tax into the exit figure, not after it |
| The company became a wholly foreign-owned enterprise | The post-settlement structure | Single ownership removes the deadlock that caused the dispute |
- Misconception: when a shareholder dies, the heirs automatically take over running the business. In fact: 《中华人民共和国公司法》第九十条 concerns succession to shareholder status, and the official release records that in 本案 the heir 「本不熟悉公司业务」; management is a separate appointment.
- Misconception: if the partners cannot agree, dissolution is the only exit. In fact: the official release records that in 该案 the court 「设计了以退股减资代替解散的调解方案」.
- Misconception: holding the company seal gives someone control the law will respect. In fact: the official 基本案情 records only that in 本案 「证照、公章也被案外人所掌控」 and that the company stalled; the release does not treat that possession as conferring any right.
- Misconception: once the settlement is signed the matter is over. In fact: the official release records that 该案 the court went on to press for 「依法完成减资程序和工商变更登记」.
- The Chinese rules that apply to you
- Published cases involving foreign nationals
- Research notes for foreign nationals in China
- Recognising a Foreign Divorce Judgment in China After the Apostille Convention (forthcoming in this batch)
- Unwinding a Cross-Border Cross-Shareholding: What a Korean Investor Got Out of a Shareholder Inspection Suit (forthcoming in this batch)
- ① 上海市高级人民法院《涉外、涉港澳台商事海事审判典型案例（2023—2025）》案例十四《徐某诉庚某公司等公司解散纠纷案》，2026 年 3 月 31 日由上海高院自有上观号账号发布，载体页 https://www.jfdaily.com/sgh/detail?id=1728222 ；该页尾部载明「来源丨上海市高级人民法院」与「高院供稿部门：海事及海商审判庭」。核验说明：该批次在法院官方域名 hshfy.sh.cn 上的发布页于核验日复检未能定位，本页出处据实写为上海高院自有账号发布文本。
- ② 生效裁判：官方发布文本未载明案号；官方载明审理法院为上海市浦东新区人民法院。
- ③ 本页引用：《中华人民共和国公司法》，2023 年 12 月 29 日第十四届全国人民代表大会常务委员会第七次会议第二次修订，自 2024 年 7 月 1 日起施行，现行有效，第九十条、第二百二十四条，条文原文照录中国人大网官方页 http://www.npc.gov.cn/npc/c2/c30834/202312/t20231229_433999.html 。
- Status and timing note 效力与时点提示：本案为上海市高级人民法院发布的典型案例，供审判参考，不具有指导性案例的参照效力；in English, it is published for reference and does not carry the effect of a guiding case. 官方发布文本未载明所适用的条号；本页第三节、第四节所引《中华人民共和国公司法》第九十条、第二百二十四条系官方发布文本未涉及的现行规则，仅作现行规则提示，不是本案的裁判依据。官方发布文本载明公司成立于 2015 年、股东去世于 2021 年 10 月，均早于现行公司法 2024 年 7 月 1 日的施行日；本案审理时适用的公司法版本以裁判文书为准。程序性事项 subject to the current published requirements of the accepting authority。
- 本页案例引自官方公开发布，非本所承办案件展示，不构成对具体个案的法律意见。This case is drawn from an official public release and is not a showcase of matters handled by this firm, and does not constitute legal advice on any specific case.
This article is general legal research and does not constitute legal advice; by law, a law firm may not guarantee case outcomes. 本文为一般性法律研究，不构成法律意见；依据法律规定，律所不得承诺办案结果。
