A Construction And Improvement Of The Compulsory Liquidation System Of Companies Of Our Country

In the context of the contemporary market economy, the company plays a more and more important role. As an important market player, the company must not only follow the required rules of access, but at the same time, the legal system of exit is indispensable. Company's termination is the legal system about the companies exit the market and elimination of the entity, including two reasons dissolution and bankruptcy. But for whatever reason, the company has to go through liquidation as a pre-procedure. Liquidation is not only cleaning up the company's property, but also, more importantly, through bounding the debtor by the law, giving its creditors, shareholders, and even the society a clear explanation. Through the liquidation a company can eliminate the rights and obligations between the relevant parties, and even more, in order to help economic security, social order and stability. In principle, the liquidation should be organized by the company itself after dissolution. But in judicial practice, for various reasons, self-liquidation can not be carried out successfully by serious obstacle; or the self-liquidation started, but the company is found insolvent or there is a possibility. The operating rules of the self-liquidation in this special status are not sufficient to protect the interests of each party. These cases need special procedures, as compulsory liquidation in which the liquidators are designated by the court. According to the comprehensive survey of the legislation of liquidation in various countries and regions, it is the special liquidation that regulates the special procedures when self-liquidation can not be carried out successfully and so on. This system is strictly under the supervision of the court, and it can protect the rights of creditors, shareholders and other parties as possible as it can. Meanwhile, this system takes into account the principles of efficiency, maintaining the market stability and social order. The system of special liquidation is worthy of our country liquidation legislation to learn from. This dissertation attempts to build and improve the compulsory liquidation system of companies of our country through the comparison methods, and bases on practices and the latest legislative developments in China.The full text consists of three main parts: the introduction, the main body and the conclusion, and the main body is divided into three sections:The first chapter is about the development of Chinese compulsory liquidation, and this chapter is a basis of the new system. We want to make conclusions of the concept and proper position of compulsory liquidation by introducing the theoretical classification and Chinese current classification of the compulsory liquidation, and summarize the characteristics of Chinese compulsory liquidation by compared with the self-liquidation. After introducing the compulsory liquidation in the course of development of our country and the legislative status quo, we pay more attention to the latest interpretation of the relevant company law which is progressive but not perfect. All above research make a contribution and improvement to the reality foundation of Chinese system of compulsory liquidation.The second chapter is about learning from oversea special liquidation system, and this chapter provides the reference through comparative law. By introducing the origin and current status of the oversea special liquidation system and analyzing the rationality of the oversea special liquidation system, we further discuss the feasibility of learning from oversea special liquidation system. We should learn the relevant provisions of oversea special liquidation system on the basis of the existing laws and regulations in china, rather than transplant the concept and the entire oversea special liquidation system. This is an important facet we should notice while we try to build the Chinese compulsory liquidation system. The third chapter is about the value and rules of the Chinese compulsory liquidation system, and this chapter is a blueprint of the compulsory liquidation that we finally propose. This chapter is the essence of the dissertation. Following the second chapter which is the discussion whether and why we should learn from the oversea special liquidation system, we in this chapter should make a comprehensive research on how to learn from the oversea special liquidation system. First of all, we should focus on the value of Chinese compulsory liquidation system from the system itself and society perspective. Then we analyze the relevant provisions that we should learn from the oversea special liquidation system and how the relevant provisions localize to adapt the Chinese legal system by discussing the beginning, the operation and the end of the compulsory liquidation procedure. All we want to do is construct and improve the framework of compulsory liquidation that is accord with the Chinese status quo and meets the needs of Chinese practice.