Studies On Corporate Non-bankruptcy Liquidation

As a corporation is the combination of many different legal relationship, the rights of the parties of these different legal relationships will therefore conflict and different parties may take advantage of their privileged positions to infringe upon others' benefits when the corporation is under the process of ending. Therefore, the rights and obligations of each party should be guaranteed and arranged fairly and orderly after the ending of the corporation. The system of corporation no-bankruptcy liquidation is the legal system established to achieve the above aims of which the direct aim is to end the legal person's qualifications of the corporation in form and to protect the rights of the creditors and shareholders as well as the socio-economic order. To achieve these purposes, the system of corporate no-bankruptcy liquidation obeys a strict procedure. This thesis mainly consists of four parts:The first part introduces the system generally. After analyzing different scholars' understandings of non-bankruptcy liquidation, the present author holds: corporate Non-bankruptcy liquidation refers to the legal acts and procedures of disbanding all the unfinished affairs result from all the others reasons except for bankruptcy, merger or division, and of cleaning the creditor's rights and liabilities of the corporation as well as ending all of its legal relationships so as to end the corporation qualification as a legal person. Corporate non-bankruptcy liquidation can be mainly classified into permissive liquidation and legal liquidation which is further divided into general liquidation and special liquidation by some countries through legislation; corporate non-bankruptcy liquidation is connected with corporate dissolution, corporate termination and bankruptcy liquidation to some extent but is different from the three in essence. The value of corporate non-bankruptcy liquidation is that it protects creditors and shareholders' rights and the socio-economic order.Part two is about the legal status of liquidating corporation. Whether the liquidating corporation is a civil subject or not directly influences to protection of rights of the creditors and other relative parties. By analyzing different theories and practices,...