A Study On The Liquidation Liabilities Of The Limited Liability Company Shareholder

Though, the new "The Company Law of the People's Republic of China" has relevance regulation about liquidation of company, but only is simple. No advanced legislation has a result that the legal benefit of creditor be encroached gravely but creditor has no way to gain legal protection.The main body of the article will discuss the legal obligation and legal liabilities of shareholder in the point about the liquidation liabilities of the limited liability company shareholder, and try to bring forward a little view to find the way to solve difficult problem about the liquidation of company, to protect company system developing healthily, to protect the lawful rights of creditor, to guarantee shareholder's rights and interests. The joint stock limited company is stricter than the limited liability company, therefore, the main body of the article priority studies the problem that liquidation liabilities of the limited liability company shareholder.This article divides into four parts.First part, this article introduces a basic theory about the liquidation liabilities of the limited liability company shareholder. First, it analyses the condition of liquidation of the limited liability company, and defines this concept about the liquidation liabilities of the limited liability company shareholder. The liquidation liabilities of the limited liability company shareholder, contains this legal obligation and the legal liabilities that shareholder should bear after violating these legal obligation. Second, it expounds the sense to standard these liquidation liabilities.Second part, this article introduces some theories of the foreigncountry about the liabilities of shareholder. A main theory is "Disregardof corporate personality" . The theory is called "Lifting or Piercingthe Corporate Veil" by the system of Anglo-American law, and is called"Durchgriff" by the civil law system.The third part is the valuation of legislation and judicial practice to our country. The deficiency about the liquidation liabilities of the limited liability company shareholder on legislation and judicial practice is: first, the main body is not definite, second, the legal obligation and legal liabilities of shareholder are not definite, the third, the cost is unbalanced between shareholder and creditor, the last, the judicial practice does not unite.The fourth part provides some suggestions to perfect the liquidation liabilities of the limited liability company shareholder in our country. To the deficiency on legislation and judicial practice, there are three way to perfect the law system: first, specify shareholder's legal status in liquidation of company, second, increase the content about shareholder's obligation in law, the last, set up the civil law system how to punish shareholders who escape the liquidation liabilities.Therefore, the fundamental way to guarantee the limited liability company shareholder and creditor's rights and interests is to revise "The Company Law of the People's Republic of China" as soon as possible, to specify the liquidation liabilities of the limited liability company shareholder, and to legally set up socialism characteristic law system of the liquidation liabilities of the limited liability company shareholder.