On The Legal Issues About Liquidators Of Companies In The Case Of Winding-up

The regime about liquidators of companies in the case of winding-up is an important part of the legal system of companies. The regime in China is far from perfect both in legislation and in theory, and results in lots of difficulties in solving practical problems. This thesis, which focuses on liquidators of companies in the case of winding-up, discusses the legislation, judicatory and theory in China while some relevant foreign laws and theories are introduced and analyzed in the meaning of comparison. The main contents of this thesis are listed as follows:Chapter one analyzes the concept of liquidators of companies in the case of winding-up. The thesis gives a definition of the liquidators after comparing and analyzing different theories and legislations, and points out the relationships between the concept of the liquidators and other related concepts. On the legal status of the liquidators, the author respectively analyzes the issue through two different approaches: the theory of"commission relationship"and the theory of"organ of the company".Chapter two studies the qualifications, determination and removal of the liquidators. The qualifications of the liquidators include positive qualifications and negative qualifications. The author suggests that the positive qualifications should include requirements about status, age, professional knowledge and domicile while the negative qualifications should include the forbidden conditions of the directors and other items clearly enumerated in company law. On the issues of the determination and removal of the liquidators, the author suggests that the regulations on the determination of the liquidators should be perfected, and the regulations on the removal and re-nomination of the liquidators should be added.Chapter three is about the rights and duties of the liquidators. On the aspect of the rights, the thesis discusses three primary rights: calling meetings, delegacy and getting reward. It also discusses three aspects of the duties: administering the affairs of liquidation, duty of notice, duty of loyalty. Considering the situation of China, the author makes some suggestions on the perfection of the related regulations through comparative analysis on the legislations and theories of other countries and areas.Chapter four discusses the legal liabilities especially the civil liabilities of the liquidators. The civil liabilities of the liquidators include the liabilities to the company and the liabilities to the third-party. The primary means for the liquidators to undertake the civil liabilities is compensation. Furthermore, the author discusses the nature and the constituents of the compensation liabilities of the liquidators, the scope of the compensation and the issue of litigations against the liquidators.