Font Size: a A A

A Research On The Legal System Of Enterprise Liquidation

Posted on:2004-02-12Degree:DoctorType:Dissertation
Country:ChinaCandidate:Q SunFull Text:PDF
GTID:1116360095955790Subject:Civil and Commercial Law
Abstract/Summary:PDF Full Text Request
Enterprise is the most important participant in market economy. So the establishment, alteration and termination of an enterprise should be the main parts of legislation and theories. The enterprise's termination, however, gets less attention than its establishment both in legislation and theories in China. We have detailed rules and innumerous articles and books of the starting of a corporation, a partnership and other enterprises while we are short of rules and studies of the termination of them, especially of the liquidation, the main part of enterprise's termination. The imperfection in legal rules and theories results in lots of difficulties in solving practical problems in China. For instance, which is the suitable litigating party after a corporation's dissolution, the corporation itself or its liquidation committee? This dissertation focuses on the liquidation of enterprise and explores its principals, rules, problems and future. In general, this dissertation discusses the legislation and practice in China while some relevant foreign laws and theories are introduced and analyzed in the meaning of comparison. Besides the preface, the whole dissertation is divided into nine chapters. Chapter 1 discusses the basic concepts of enterprise liquidation. The dissertation points out that enterprise liquidation are the legal acts and procedure of clearing assets, ending all of transaction and other legal relationships and having the enterprise to be extinguished. In general, enterprise liquidation can be divided into two sorts, bankruptcy liquidation and non-bankruptcy liquidation. The former is regulated by bankruptcy law and the latter is regulated by corporation law, partnership law and other laws of enterprise. And the non-bankruptcy liquidation includes permissive liquidation and legal liquidation. The permissive liquidation can be applied to a proprietorship, a general partnership, a limited partnership or an unlimited liability company. But it can not be used in a limited liability company and a company limited by shares which can only apply the legal liquidation. Some countries' legislation provides that the legal liquidation can be classified as general liquidation and special liquidation. In China, our legislation prescribes the so-called special liquidation but it is different from the special liquidation in foreign systems. Chapter 2 is on the research of history and values of enterprise liquidation. In history, the first liquidation system is the liquidation system of proprietorship and the second is partnership. Thecorporate liquidation system is the last but it is the main part and most important part of modern enterprise liquidation system. The primary vales and functions of enterprise liquidation are establishing liquidation order, protecting creditors and other stakeholders and carrying through unlimited liability system or limited liability system.Chapter 3 studies the dissolution of enterprise. Dissolution is the cause and beginning of enterprise liquidation. Dissolving an enterprise can be voluntary or compulsory. The voluntary dissolution depends on the will of investors. The compulsory dissolution appears when an enterprise is decided to dissolve by an administrative authority or court. It is very common in China that an administrative authority decides to dissolve an enterprise though this is severely criticized by some scholars. However, Chinese legislation holds negative attitude towards the compulsory dissolution by the court. Both should be changed. We should narrow the compulsory dissolution by the administrative authority and accept the compulsory dissolution by the court. The effects of dissolution are registration, liquidation and others. If an enterprise is a corporation, its personality does not lose until the liquidation is finished.Chapter 4 analyses the qualification and appointment of liquidators. Generally speaking, the qualification of a liquidator is as the same as those of a director. Both natural person and artificial person can be a liquidat...
Keywords/Search Tags:enterprise liquidation, liquidator, dissolution, the liquidation committee, the affairs of liquidation, credit and debt
PDF Full Text Request
Related items