The Selection Of Liquidation Obligor In Corporation

As a main type of modern enterprises, the corporation not only has to follow the rules of accessing market strictly, but also has to obey the rules of exiting market literally, in the period of taking part in market competition. Before the termination of the corporation's legal personality, it must settle its accounts and finish the relationship during the complete duration of the corporation, to make sure the entire socio-economic develops wholesome and in good order, and avoid the negative impact to the normal pay market order. The present situation of the legislation in the developed countries, most of them take the rules of corporation's dissolution and liquidation as an important part of the corporation law system, and design these rules scientificly,systematicly. However,although the system of corporation law has established in China, but the system is just in its initial stage, more principled, lack of maneuverability, some necessary rules is still blank. The vagueness of the liquidation obligor in the corporation's dissolution and liquidation system creates a chance for those with bad faith deliberately avoid and destroy debts. In fact, the dissolution and liquidation has become the legal way for the shareholders avoiding debts and business risks. This article attempts to establish the rules of liquidation obligor, and analyze which subject in corporation law could be the liquidation obligor competently, get good preparation and start the procedure of liquidation. In order to suppress the situation of shirking and avoiding the responsibility caused by the vagueness of the liquidation obligor.The first part of this article, from the theoretical and practical aspects, elaborate the value of establishing the rules of liquidation obligor, reveals the prominent effect in production sound corporation law system, protecting the rights and interests of shareholders, creditors and stakeholders, keeping the good order of exiting market for corporations by establish and improve the liquidation obligor system.The second part of this article, try to put forward three criteria to choose liquidation obligor, including the feasibility of taking liquidating obligations, the eligibility of taking liquidating obligations, the accountability after breach the liquidating obligations. Meanwhile elaborate the theoretical basis of presenting these three criteria, introduce the intrinsic nature of the liquidation obligor in each criterion. The third part of this article, in accordance with three criteria listed above, survey the shareholders,executives,actual controllers, and other related personnel to the corporation one by one, discuss whether each of them could fit those three criteria, at last, came to the conclusion that the shareholders in limited liability company, the controlling shareholders in incorporated company, the executives of company, the actual controllers of company could fit, but the senior operating personnel, creditors, supervisors of company and concerned administration does not fit those three criteria to the liquidation obligor.