Not legal advice. Company Law, AoA and arbitration practice change. This page is a frozen 50/50 JV — not a WFOE conversion kit and not the chop-carving SOP.
Chinese company law does not invent a Texas shoot-out you failed to draft. Deadlock is board votes plus possession of chops, licence and bank tokens. If the JV contract has put/call, shotgun, or deadlock events — use them. If not, you escalate, mediate, then arbitrate or sue, and you may still need a chop remake just to file. Liquidation still needs both sides or a court path. A negative-list JV does not become a WFOE because you are tired of the partner. This is why entity choice said JV only when you need the partner’s asset.
Whatever the JV contract said — then NYC if foreign award.
Courts do not invent a Texas shoot-out.
Scope and legal framework
Company Law + articles of association. Board and shareholder voting, legal representative, and profit distribution live in the AoA. A 50/50 board with no chair casting vote is a designed freeze if you did not add an exit.
Contractual deadlock tools. Put/call, shotgun / Russian roulette, baseball arbitration, ROFR, and “deadlock events” are contract. They are not implied. Valuation formulas matter more than adjectives.
Chops and the register. The official chop and the AMR file decide who can act. A side letter with the partner does not reprint the licence.
Liquidation still needs both sides or a court path.
Practical workflow
If chops are gone, open the chop SOP the same week.
Read the JV contract and AoA for deadlock events — do not invent them.
Secure remaining chops / start remake if hostage.
Open the named forum; preserve assets if money can move.
Source register · primary authorities and verification
Sources & trust
How to use this guide
Primary sources for this page (editorial source-check 2026-09-19): PRC Company Law. Prefer the current official Chinese text of each instrument over secondary commentary. Confirm current rules with qualified counsel. This page is not legal advice.
Editorial, AI and verification policies
This page is general information for orientation. It is not legal advice and does not create an attorney–client relationship.
Legal boundary: Prefer primary statutes, judicial interpretations, and official guidance when making decisions. Where this guide links to city hubs or lawyer listings, verify credentials and engagement terms directly with counsel. Full disclaimer · Submit an initial enquiry.
FAQ
Common questions
Quick answers for foreign nationals and employers. Rules vary by city and change over time.
Can a Chinese court force the partner to sell to us?
Not as a default remedy for “we disagree.” Courts may help unwind or appoint process in ugly cases; they will not write your shotgun. Draft it.
The partner vanished with the chops. Can we still file?
Often only after police / public notice / PSB remake — see the chop SOP. That is why split custody is not optional.
