A Study On Corporation Liquidation Obligor

The main subject of this paper is the legal issues of corporation liquidation obligor,including foreword,text,and conclusion,of which the text includes the general statement,the subject definition,and the civil liability of liquidation obligor.This paper makes a deep discussion on the above issues with the methods of comparative,historical,and logical analysis.The foreword part briefly introduces the background,the current status,and the theoretical and practical significance of this research work.Chapter one is the general statement of corporation liquidation obligor that mainly involves the concept,the legal status and the legal rights and obligations of liquidation obligor.Liquidation obligor is the person who has an obligation to legally initiate a company's dissolution procedure who enjoys a special legal status.It is the liquidation obligor's statutory obligation to legally initiate a company's dissolution procedure,but it is also his or her right to do so.The liquidation obligor system plays a significant role on the resolving of the problems of failing to perform the liquidation duty or intending to evade obligation by dissolution,and the establishing of a healthy and orderly withdrawing mechanism for legal persons.Chapter two is the subject definition of corporation liquidation obligor. Based on the theoretical study of fiduciary duty and corporate control, those who have the fiduciary duty to the corporation,shareholders,and creditors,and those who have the power to control the corporation,both legally and actually,shall be defined as the corporation liquidation obligor. In accordance with this conclusion,the subjective scope of liquidation obligor shall be consisted of and confined to the directors and controlling shareholders.The actual controller shall not be included into the scope of liquidation obligor,if he or she is responsible for the failure of legal liquidation,a tort liability arises herein.Chapter three is the civil liability of liquidation obligor.If the liquidation obligor fails to perform the due duty of liquidation,which infringes the interests of the corporation,shareholders and creditors,he or she shall bear the responsibility for the corresponding damages.While the liquidation obligor has multiple persons,each and every one of them shall assume joint and several liabilities.Taking domestic and foreign corporation legislation and practice into account,such kind of liability mainly occurs when the liquidation obligor fails to perform the due liquidating obligation or when he or she cancels the registration without proper liquidation.The conclusion,drawn in the last part,summarizes the major issues concerned in this paper and puts forward the viewpoint of the author.