Another possible method to interpret application of Article 183 of the Amended Company Law to CJVs is to exhaust any and all other means available under Article 183 of the Amended Company Law. As used in Article 183, other Mechanisms could be interpreted to include the CJV dissolution provisions of the Detailed Rules. The term could also include various other means stipulated by other laws, such as self-remedy via exercise of shareholders’ rights, measures included in company bylaws and relief through internal governance mechanisms like shareholders’ meetings, as discussed above.
For CJVs, administrative dissolution is a specific type of “other alternative mechanisms”. As mentioned above, Article 48 of the Detailed Rules grants CJV shareholders the right to apply to the authorities to dissolve the CJV. However, after a CJV contract has been dissolved through administrative process, initiating specific liquidation procedures is not practical. Parties to a CJV contract, particularly minority shareholders, should ensure their rights in the CJV contract or company bylaws through detailed preventive terms and practical solutions to prevent potential disputes.
