The Research Of Negative Liquidation Liabilities Of Shareholder Of The Limited Liability Company

In the field of our social economy, a large quantities of dishonest behavior exists. With too many companies'dismiss and shareholders'negative fulfillment of their legal obligations, the creditors'interests is damaged badly. In order to solve this problem, The new"The Company Law of the People's Republic of China"have built the institution of shareholder tort compensation responsibility and shareholder demanding responsibility. However, it does not make the components of the institution itself clear, which resulted in a lot of divergences for the understanding of this institution in reality and an inappropriate breakout from principles of Corporation Independence and Shareholder's limited liabilities, therefore shareholder's interests is being infringed.This article, with a point of view of negative liquidation of shareholder's in limited-liability company, discusses legal obligations and legal responsibilities for the shareholders in limited-liability companies and proposes legislative suggestions, which is aiming at the assistance for corporation liquidation work during actual judicial practice and the help of maintaining the healthy development of corporation system. To safeguard law-abiding shareholder's interest fairly is premised on the protection of creditor's lawful benefits. Apart from a stricter norm, the liquidation disputes for Limited-stock Company seldom happens in fact, so this article is only dedicated to the studies of shareholder's negative liquidation responsibility for Limited-liability Company.This paper is composed of four parts as below.The first part introduces the basic theories of shareholder's negative liquidation responsibility of limited-liability company. In the first place, the situation of Corporation Check-count System and its significance is presented. And next, the institution of shareholder's negative liquidation responsibility in limited-liability company is introduced and clarified.The second part introduces related theories of shareholder's responsibility form abroad. In which having a direct effect on shareholder's negative liquidation responsibility of Limited-liability Company is called"Disregard of corporate personality". In the countries of Anglo-American law system, this theory is called as " Lifting or Piercing the corporate veil's uncovering" theory, on the other side in mainland, this theory was called as "Durchgriff".The third part efforts on the analysis of the institution's components of shareholder's negative liquidation responsibility in Limited-liability Company. Above all, it analyzes the responsible subject of shareholder's negative liquidation in Limited-liability Company and put forward that shareholder's right to advance relief plea should be permitted. And second, the burden of proof and the regulation principle of shareholder's negative liquidation responsibility in Limited-liability Company is analysed. Finally, the question in regard to distribution of responsibilities between shareholders is elaborated. This part is the main body of this paper, and the author raises his own perspective on account of confusion from realistic operation.The fourth part concentrates on the estimate of the legislation and practices for the institution of shareholder's negative liquidation responsibility in Limited-liability Company. The construction of legal system concerning to corporation liquidation is in development in our country, but deficiencies still exist at present. Pointing at these deficiencies, the author advanced some recommendations to improve the institution of shareholder's negative liquidation responsibility in Limited-liability Company.The author holds the opinion that, on the basis of further explicitness of the institution of shareholder's negative liquidation responsibility in Limited-liability Company as soon as possible, to construct a China socialist characteristic system of shareholder's negative liquidation responsibility in Limited-liability Company, is the fundamental approach to guarantee the interests both of creditors and shareholders during the liquidation of limited-liability company.