A Research On Corporation Liquidation Obligor

With the progressive consummation of modern enterprise system, corporation has been the most important market participant in china. Company law, the basis of resolving company legal problems, is limited by the native social and economic environment. Many provisions are so simple and principled that can't fit with the task. Especially the non-bankruptcy liquidation system is far from perfect. As a result of the exploration by Chinese judicial system during the trials, "liquidation obligor" this term is very important on perfecting the non-bankruptcy liquidation system and remedying the gap in law stipulation.The article has four parts.Part 1 discusses the basic concept of liquidation obligor. It points out that liquidation obligor is the subject which has the duty to start liquidation procedure and appoint liquidators to clear assets, end all of transaction and other legal relationships after corporation dissolution. The liquidation obligors of a limited liability company are all shareholders. And dominating shareholders are the liquidation obligors of a company limited by shares.Part 2 analyses the rights and duties of liquidation obligors. Liquidation obligor's main rights are the right of appointing liquidators, the right of supervising liquidation and dismissing liquidators and the right of admitting liquidation methods and reports. There are five duties of liquidation obligors: the duty of dissolution registration, the duty of appointing liquidators, the duty of safekeeping assets and account books, the duty of complementing the contribution and the duty of returning the company's assets.Legal liability has a power to prevent the transgressive behaviors and punish the misfeasors. Part 3 studies the three legal liabilities of liquidation obligors. The liquidation liability is the liability of running against the legal duty of organizing liquidation, which includes civil liability, administrative liability and criminal liability.Tort liability is the civil compensation liability to the creditors when liquidation obligors avoid and delay organizing liquidation. Discharging liability includes the liability bring by the promise when the liquidation is finished and the breach of agreement on investment.Part 4 points out the shortcomings about current relevant regulations and puts forwards the legislation proposals. Chinese legislation should not only explicate the concept and status of liquidation obligor, but also strengthen the duty and liability. Meanwhile, some measures which are effective to improve liquidation laws should be worked in.