Drawing the fuzzy line: arbitrability of dissolution-related disputes in China.

This article focuses on the arbitrability of dissolution-related disputes in Sino-foreign joint ventures under Chinese law, analyzing the boundary between the jurisdiction of arbitral tribunals and national courts. It distinguishes disputes arising during the liquidation process, which Chinese courts generally consider arbitrable, from disputes leading to the dissolution of a company, where courts typically hold exclusive jurisdiction, especially in cases involving corporate organizational matters such as company deadlock under Article 231 of the PRC Company Law. Conversely, contractual disputes based on agreed contingencies for dissolution in joint venture contracts or articles of association may be resolved through arbitration. The article further clarifies that while arbitral tribunals can grant declaratory or performance-related relief concerning dissolution and liquidation, the authority to change a company’s legal status—such as ordering its dissolution—remains exclusively with the courts.