(2013)浙温商终字第397号

Reference Case: Wu Jiate v. Wu Jialun and Shanghai Lunte Electronic Instrument Co., Ltd.

Where the shareholders have already formed a clear agreement on a company split through shareholder resolutions, an administrative mediation record, asset-allocation arrangements, and public notice, and have in fact operated separately for years, the obstructing party must assist with the split-registration process. A court may confirm the effectiveness of the relevant split agreement or mediation record and order cooperation with registration, but may not directly replace the registration authority by cancelling shareholder status through a civil judgment.

Holding

Where the shareholders have already formed a clear agreement on a company split through shareholder resolutions, an administrative mediation record, asset-allocation arrangements, and public notice, and have in fact operated separately for years, the obstructing party must assist with the split-registration process. A court may confirm the effectiveness of the relevant split agreement or mediation record and order cooperation with registration, but may not directly replace the registration authority by cancelling shareholder status through a civil judgment.

Issues

performance of a company-split agreementthe duty to assist with split registrationthe effect of an administrative mediation recordthe boundary between judicial relief and administrative cancellation of shareholder status