On Liquidation Responsibility Of Stockholders Of Limited Liability Company

Company liquidation is a very important regime in company law system, is also necessary chain in company establishment, operation, dissolution and final termination. Because of chaos in limited-responsibility caused by legislations lagment, stockholders of conpamy refused to liquidate the company after it is resolved and hereby impair the interest of creditors. This harms the retreatment regime of company from the market.This essay focuses on inadequacy in China's legislation concerning stockholders'responsibility of liquidation, establishment of stockholders'responsibility and law-making recommendation about improvement about responsibility,etc.I think, we should improve the rules concerning civil, administrative and criminal responsibility of stockholders; make clear in legislations that stockholders should take the responsibility if they refuse to perform or are late in performing their duty of liquidation; stipulate clearly that limited liability conpamy should have duty of forming liquidating group within appointed time limit, failing that it is stockhilder who will take the responsibility; authorize clearly that all stochholders have right and duty to ask for liquidation; make clear that liquidating group must finish its work within appointed time limit; state clearly if the company fail to liquidate because of being lack of finacial support, stockholders have to supply it in advance; make clear stockholders take the responsibility of surpervising duty over liquidation; make clearer the civil responsibility taken by stockholder if they failed to liquidate closed cpmpany, such as adding to the law provision about stockholders'promised responsibily; turn the Some Issues Regulation ( The Second) About The PRC Company Law issued by the Supreme Court into statute, and correct its lacunas and imperfection, and enhance its effects; add into law the criminal responsibility of stockholers when they fail to perform their liquidation duty, while doing this, it is necessary to use for reference criminal law practices of other countries.By using the measures mentioned above, aim will be achieved that limited liability company will avoid failing to perform its liquidation duty or escaping the duty of paying its debts, and balance will be maintained between the rights and duties of cpmpany and its stockholders.