Research On The Issues About Company Non-bankruptcy Liquidation

Non-bankruptcy liquidation refers to procedures that dispose various unfinished affairs of the dissolved enterprise (beyond the reasons of bankruptcy, merger or division), terminate all legal relations centered on it and finally bring the enterprise legal persona to an end .Non-bankruptcy liquidation results from dissolution. After dissolution, the enterprise should be liquidated. Otherwise, the enterprise legal persona shall not expire. The direct aim of liquidation, in its form, is to terminate the enterprise legal persona. However in effect, its aim should be protection of creditor's interests, shareholder's interests and social-economic order. This dissertation falls into seven parts.The first part introduces the system generally. First of all, Analyze different scholars' understandings of non-bankruptcy liquidation, the present author holds: company 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 persona. Company non-bankruptcy liquidation can be mainly classified into permissive liquidation and legal liquidation in kinds which is further divided into general liquidation and special liquidation by some countries through legislation; company non-bankruptcy liquidation is connected with company dissolution, company termination and bankruptcy liquidation to some extent but is different from the three in essence. The value of company non-bankruptcy liquidation is that it protects creditors and shareholders' rights and the socio-economic order. Then the paper is about the reason and consequence of non-bankruptcy. First of all, analyze the reasons of non-bankruptcy liquidation, and then make a detailed instruction for the consequence of non-bankruptcy liquidation from the view of substantive law and adjective law。There are two reasons for non-bankruptcy liquidation, one is volunteer dissolution, The other is forced dissolution. the consequence in law of the beginning of non-bankruptcy liquidation to the substance is the beginning of the liquidation procedure. In adjective, the enterprise only can deal with the relevant affairs of liquidation. Next 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, the author believes that the liquidating corporation still has the qualifications of a legal persona as it is the continuance of its former corporation. Therefore, it enjoys civil rights and assumes civil liabilities and can participates in civil activities in its own name.Part two offers an elaboration on the liquidator system. In the whole liquidating system, the most important subject is liquidator who handles the concrete liquidating affairs. Through comparison, the thesis studies in detail the legal status of the liquidators, the ascertainment rule of liquidation and the liquidator's powers and duties.Part three is the non-bankruptcy liquidation duties in law of the enterprise. The dissertation takes subject as the kind to distinct the liquidators and share-holders study the duties undertaken after the enterprise is dissolved. Make clear the civil liability, administrative duties and responsibilities and criminal responsibility of the share-holders. As the enterprise persona, he should take his duties and this is the manifestation of individual duties on the corporation law. In the liquidation, the company is till the enterprise persona, it is the continuation of the company before it is dissolved, so it still owns his duties and rights. Therefore, for the debt brought out during the operation and liquidation should be undertaken by the company. Next is about the condition and problems of non-bankruptcy liquidation in China. The major problems are the vague subject to be liquidated, the legal duties can not be practiced actually, and the imperfection in the regulation of forced liquidation etc. If these problems can not be solved well, the perfection for the regulations of the dissolved company to extract from market is impossible. The first liquidation duties should be to the share-holders for non-bankruptcy liquidation. In practice, the shareholders often aggrieve the interest of the creditor and the staff in the company with the ways of non-liquidation, false liquidation etc. They seriously destroy the market rules of fairness, loyalty. However, there are no relative laws to punish the liquidation subject when they don't put their duties into practice in China. And the shortage of the relative law makes the punishment unsupportive, which greatly influence the interest of the relevant subjects and destroy the image and authorities of the law.In the last part, the present author gives some suggestions to non-bankruptcy liquidation for our country. It mainly includes: to make clear the liquidation subject, to establish the complete system of the liquidation duties, to perfect the regulation of forced liquidation. Liquidation means the end of the duties or right relationship to all the other subjects, and it should have the process of the expiration of the enterprise. It means in some extremely severe condition, the enterprise quality can be expired in order to fulfill the duties of the share-holders. Take some cases for example, the share-holders transfer the wealth of the company, the imperfection of the management of the finance make the wealth of the company can not compensate its debt. The establishment of regulations for the forced liquidation will supervise the investment and operation of the share-holders, strengthen the company's capacity to compensate, build credibility of the ltd company, and finally make the company regulations fit the regulations of market economy better.